Amarin (NASDAQ: AMRN) investors curb new share issues and limit equity pay tools

Rhea-AI Filing Summary

Amarin Corporation plc reports that at its Annual General Meeting, shareholders re-elected all director nominees and approved the non-binding Say-on-Pay proposal, but several key capital and governance measures failed. Proposals to authorize the Board to issue shares up to a nominal £37,750,000, to increase the 2020 Stock Incentive Plan reserve by 15,000,000 Ordinary Shares, to disapply UK statutory pre-emption rights on up to £20,970,000 of share capital, and to permit electronic delivery of meeting materials were not approved. The Board states that, without these approvals, its ability to grant equity incentives to employees and directors is highly limited, so it expects most future annual incentive compensation to be paid in cash, which will affect the company’s total cash position. Amarin also expects to continue incurring printing and mailing costs for paper proxy materials. Turnout was substantial, with 295,122,317 Ordinary Shares, about 70% of the 419,458,656 shares entitled to vote as of the record date, present in person or by proxy.

Positive

• None.

Negative

• Shareholders blocked key equity and governance tools: Failure of the share issuance authority, stock plan share increase, pre-emption disapplication and electronic delivery proposals limits Amarin’s ability to use equity incentives and may increase cash compensation and administrative costs, affecting capital flexibility and cash resources.

Insights

Corporate governance and capital structure analyst

Shareholders curtailed Amarin’s equity issuance and incentive flexibility, increasing cash-comp pressure.

Shareholders rejected authorizations to issue additional shares up to a nominal £37,750,000 and to disapply pre-emption rights on £20,970,000 of capital, as well as an increase of 15,000,000 Ordinary Shares under the 2020 Stock Incentive Plan. These proposals aimed to expand the Board’s tools for raising equity and granting stock-based compensation.

The Board now describes its capacity to provide incentive equity grants as “highly limited” and expects most future annual incentives for employees and non-employee directors to be cash-based. That choice will draw directly on the company’s cash resources and reduces alignment through equity awards.

The failed Amended and Restated Articles Proposal also means continued printing and mailing of proxy materials instead of electronic delivery, preserving avoidable administrative costs. At the same time, all directors were re-elected and Ernst & Young LLP was reappointed as auditor, with strong support, suggesting shareholders targeted specific capital and compensation tools rather than overall board or audit oversight.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 419,458,656 Ordinary Shares Shares present and voting: 295,122,317 Ordinary Shares Ordinary Shares held via ADR depositary: 410,666,987 Ordinary Shares +5 more

8 metrics

Shares entitled to vote 419,458,656 Ordinary Shares Entitled to vote at the Annual Meeting as of March 31, 2026 record date

Shares present and voting 295,122,317 Ordinary Shares Present in person or by proxy at the Annual Meeting (about 70% turnout)

Ordinary Shares held via ADR depositary 410,666,987 Ordinary Shares Held in name of JPMorgan Chase Bank, N.A. as of record date

ADS to Ordinary Share ratio 1 ADS = 20 Ordinary Shares Each American Depositary Share represents twenty Ordinary Shares

Share issuance authorization sought £37,750,000 nominal Proposed general authority to issue shares, about 18% of existing issued share capital; proposal failed

Stock plan increase requested 15,000,000 Ordinary Shares Proposed increase to 2020 Stock Incentive Plan share reserve; proposal failed

Pre-emption disapplication amount £20,970,000 nominal Proposed authority to issue shares without UK pre-emption rights, about 10% of issued share capital; proposal failed

Say-on-Pay votes for 87,198,317 votes Non-binding advisory approval of named executive officer compensation

Key Terms

Say-on-Pay Proposal, pre-emption rights, 2020 Stock Incentive Plan, broker non-votes, +2 more

6 terms

Say-on-Pay Proposal financial

"the approval, on a non-binding, advisory basis, of the compensation of the Company’s “named executive officers” ... (the “Say-on-Pay Proposal”)"

pre-emption rights regulatory

"the Board’s power to issue shares without such issuances being subject to UK statutory pre-emption rights up to an aggregate nominal amount of £20,970,000"

A shareholder’s right to be offered new shares before they are sold to outsiders, allowing existing owners to buy enough to keep their ownership percentage. Think of it like being offered the first slice of a pie so your share doesn’t shrink; it matters to investors because it protects voting power and economic value from being diluted when a company issues more stock, and it can affect how easy or costly fundraising is.

2020 Stock Incentive Plan financial

"the adoption of the Amended and Restated 2020 Stock Incentive Plan (the “2020 Plan Proposal”) to increase the number of shares available for issuance"

broker non-votes financial

"Votes For ... Votes Against ... Abstentions ... Broker Non- Votes 87,198,317 ... 80,807,440 ... 17,509,840 ... 109,606,720"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Articles of Association regulatory

"adoption of the Amended and Restated Articles of Association of the Company to permit the Company to send electronic, rather than paper, notice"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

American Depositary Shares (ADSs) financial

"American Depositary Shares (ADS(s)), each ADS representing the right to receive twenty (20) Ordinary Shares of Amarin Corporation plc"

A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.

Understanding 8-K Material Events →

false0000897448AMARIN CORP PLC\UK00-000000000008974482026-05-132026-05-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2026

Amarin Corporation plc

(Exact name of registrant as specified in its charter)

England and Wales		0-21392		Not applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8th Floor, One Central Plaza, Dame Street, Dublin 2, Co. Dublin, D02 K7K5, Ireland		Not applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: + 353 1 6699 020

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
American Depositary Shares (ADS(s)), each ADS representing the right to receive twenty (20) Ordinary Shares of Amarin Corporation plc		AMRN		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 13, 2026, Amarin Corporation plc (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”). On the last day of voting for holders of the Company’s American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”), a block of votes was cast against approval of:

•the reelection of Patrice Bonfiglio, Keith Horn, Odysseas Kostas, Louis Sterling, III and Diane Sullivan (the “Select Reelection Proposals”);

•the approval, on a non-binding, advisory basis, of the compensation of the Company’s “named executive officers” for the fiscal year ended December 31, 2025 (the “Say-on-Pay Proposal”);

•the renewal of the general and unconditional authorization the Board of Directors of the Company (the “Board”) to issue shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of £37,750,000 (the “Issuance Proposal”);

•the adoption of the Amended and Restated 2020 Stock Incentive Plan (the “2020 Plan Proposal”) to increase the number of shares available for issuance under the 2020 Stock Incentive Plan by 15,000,000 ordinary shares (“Ordinary Shares”);

•the Board’s power to issue shares without such issuances being subject to UK statutory pre-emption rights up to an aggregate nominal amount of £20,970,000 (the “Pre-emption Proposal”); and

•the adoption of the Amended and Restated Articles of Association of the Company to permit the Company to send electronic, rather than paper, notice to shareholders of subsequent Annual General Meetings by making the Proxy Statement and other communications available to shareholders on a website (the “Amended and Restated Articles Proposal”).

As a result, the Issuance Proposal, the 2020 Plan Proposal, the Pre-emption Proposal and the Amended and Restated Articles Proposal were not passed, while the Select Reelection Proposals and the Say-on-Pay Proposal passed with a reduced rate of approval.

Due to the failure of the Issuance Proposal, the 2020 Plan Proposal, the Pre-emption Proposal and the Amended and Restated Articles Proposal, the Board’s ability to provide incentive equity grants to Amarin employees and the executive team is highly limited. Because of this, the Board expects most, if not all, future annual incentive compensation to be cash, in lieu of equity, to compensate the Company’s employees and the non-employee members of the Board. The need for such “cash-only” compensation arrangements impact the Company’s total cash position.

Further, due to the failure of the Amended and Restated Articles Proposal, the Board expects the Company to continue to incur needless printing and mailing costs associated with paper, rather than electronic, delivery of proxy materials to shareholders, including the proxy statement and the annual report.

There were approximately 419,458,656 Ordinary Shares entitled to vote at the Annual Meeting based on the March 31, 2026 record date (the “Record Date”), of which approximately 410,666,987 were held in the name of JPMorgan Chase Bank, N.A., which issues Company-sponsored ADRs evidencing ADSs. As of the Record Date, each ADS represented twenty Ordinary Shares. Of the Ordinary Shares entitled to vote, 295,122,317 Ordinary Shares, or approximately 70%, were present and voting in person or by proxy at the Annual Meeting. In accordance with the Company’s Articles of Association, the presence, in person or by proxy, of a quorum for the transaction of business at the Annual Meeting was constituted by at least two shareholders who held shares as of the Record Date.

The matters set forth below were voted on at the Annual Meeting. Detailed descriptions of these matters and voting procedures applicable to these matters at the Annual Meeting are contained in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2026 (the “Proxy Statement”). Set forth below are the voting results for each matter.

(1) An ordinary resolution to re-elect Mr. Aaron Berg as a director:

Votes For		Votes Against		Abstentions		Broker Non- Votes
121,457,877		39,657,600		24,400,120		109,606,720

(2) An ordinary resolution to re-elect Ms. Patrice Bonfiglio as a director:

Votes For		Votes Against		Abstentions		Broker Non- Votes
95,135,717		65,136,340		25,243,540		109,606,720

(3) An ordinary resolution to re-elect Mr. Keith L. Horn as a director:

Votes For		Votes Against		Abstentions		Broker Non- Votes
95,924,957		64,010,400		25,580,240		109,606,720

(4) An ordinary resolution to re-elect Mr. Odysseas Kostas, M.D. as a director:

Votes For		Votes Against		Abstentions		Broker Non- Votes
100,423,797		59,741,280		25,350,520		109,606,720

(5) An ordinary resolution to re-elect Mr. Louis Sterling III as a director:

Votes For		Votes Against		Abstentions		Broker Non- Votes
94,836,297		64,851,040		25,828,260		109,606,720

(6) An ordinary resolution to re-elect Ms. Diane E. Sullivan as a director:

Votes For		Votes Against		Abstentions		Broker Non- Votes
96,043,937		64,051,780		25,419,880		109,606,720

(7) An ordinary resolution to re-elect Mr. Michael Torok as a director:

Votes For		Votes Against		Abstentions		Broker Non- Votes
129,344,417		43,014,260		13,156,920		109,606,720

(8) A non-binding advisory vote to approve the compensation of the Company’s named executive officers:

Votes For		Votes Against		Abstentions		Broker Non- Votes
87,198,317		80,807,440		17,509,840		109,606,720

(9) An ordinary resolution to appoint Ernst & Young LLP as the Company’s U.S. independent registered public accounting firm for the fiscal year ending December 31, 2026, and to hold office from the conclusion of this meeting until the conclusion of the next meeting at which the annual accounts are laid before the Company and to authorize the Audit Committee to agree the remuneration of the auditors:

Votes For		Votes Against		Abstentions		Broker Non- Votes
250,940,057		24,743,200		19,439,060		-

(10) An ordinary resolution to generally and unconditionally authorize the Board to issue shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of £37,750,000 (which is equal to approximately 18% of the existing issued share capital):

Votes For		Votes Against		Abstentions		Broker Non- Votes
75,117,357		95,824,840		14,573,400		109,606,720

(11) An ordinary resolution to amend and restate the Company’s 2020 Stock Incentive Plan to increase the share reserve thereunder by 15,000,000 Ordinary Shares and to increase the number of Ordinary Shares that may be issued in the form of incentive stock options:

Votes For		Votes Against		Abstentions		Broker Non- Votes
71,294,077		95,245,880		18,975,640		109,606,720

(12) A special resolution to give power to the Board to issue shares without such issuances being subject to UK statutory pre-emption rights up to an aggregate nominal amount of £20,970,000 (which is equal to approximately 10% of the existing issued share capital):

Votes For		Votes Against		Abstentions		Broker Non- Votes
71,326,837		99,696,160		14,492,600		109,606,720

(13) A special resolution to permit the Company to send electronic, rather than paper, notice to shareholders of subsequent Annual General Meetings by making the Proxy Statement and other communications available to shareholders on a website:

Votes For		Votes Against		Abstentions		Broker Non- Votes
101,512,997		66,339,060		17,663,540		109,606,720

* * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2026				Amarin Corporation plc
				By:		/s/ Aaron Berg
						Aaron Berg
						President and Chief Executive Officer

FAQ

What did Amarin (AMRN) shareholders approve at the 2026 Annual General Meeting?

Shareholders re-elected all director nominees and approved Say-on-Pay. They also confirmed Ernst & Young LLP as U.S. independent registered public accounting firm for the year ending December 31, 2026, with strong support, maintaining current board composition and audit arrangements.

Which key proposals failed at Amarin (AMRN)’s 2026 Annual General Meeting?

Four major proposals did not pass. Shareholders rejected the share issuance authorization up to nominal £37,750,000, the 15,000,000-share increase to the 2020 Stock Incentive Plan, the pre-emption rights disapplication on £20,970,000 of capital, and electronic delivery of meeting materials.

How will the vote outcomes affect Amarin (AMRN)’s employee and director compensation?

The Board expects incentive pay to be largely cash-based. It states that failure of the issuance, stock plan and pre-emption proposals leaves its ability to grant equity incentives highly limited, so most future annual incentive compensation for employees and non-employee directors is expected to be paid in cash.

What impact does the failed electronic notice proposal have on Amarin (AMRN)?

Amarin must keep sending paper proxy materials. Because shareholders did not approve the Amended and Restated Articles Proposal, the company expects to continue incurring printing and mailing costs instead of using website-based electronic delivery for proxy statements and annual reports.

What was shareholder turnout for Amarin (AMRN)’s 2026 Annual General Meeting?

Turnout reached about 70% of eligible Ordinary Shares. Of 419,458,656 Ordinary Shares entitled to vote as of the March 31, 2026 record date, 295,122,317 shares were present and voting in person or by proxy, satisfying the quorum requirement in the Articles of Association.

How did Amarin (AMRN) shareholders vote on the Say-on-Pay proposal?

The advisory Say-on-Pay proposal passed with relatively narrow support. It received 87,198,317 votes for, 80,807,440 against, and 17,509,840 abstentions, with 109,606,720 broker non-votes, indicating meaningful but not overwhelming backing for executive compensation practices.

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