{"url_path":"/sec/amrn/8-k/2026-05-15/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/897448/0001193125-26-224771-index.html","accession_number":"0001193125-26-224771","cik":"0000897448","ticker":"AMRN","issuer_name":"AMARIN CORP PLC\\UK","edgar_url":"https://www.sec.gov/Archives/edgar/data/897448/0001193125-26-224771-index.html","primary_entity_key":"0000897448","primary_entity_name":"AMARIN CORP PLC\\UK"},"word_count":1184,"has_tables":true,"body_markdown":"Item 5.07. Submission of Matters to a Vote of Security Holders.\n\nOn 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:\n\n•\nthe reelection of Patrice Bonfiglio, Keith Horn, Odysseas Kostas, Louis Sterling, III and Diane Sullivan (the “Select Reelection Proposals”);\n\n•\nthe 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”);\n\n•\nthe 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”);\n\n•\nthe 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”);\n\n•\nthe 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\n\n•\nthe 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”).\n\nAs 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.\n\nDue 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.\n\nFurther, 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.\n\nThere 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.\n\nThe 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.\n\n(1) An ordinary resolution to re-elect Mr. Aaron Berg as a director:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n121,457,877\n\n39,657,600\n\n24,400,120\n\n109,606,720\n\n(2) An ordinary resolution to re-elect Ms. Patrice Bonfiglio as a director:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n95,135,717\n\n65,136,340\n\n25,243,540\n\n109,606,720\n\n(3) An ordinary resolution to re-elect Mr. Keith L. Horn as a director:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n95,924,957\n\n64,010,400\n\n25,580,240\n\n109,606,720\n\n \n\n \n\n(4) An ordinary resolution to re-elect Mr. Odysseas Kostas, M.D. as a director:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n100,423,797\n\n59,741,280\n\n25,350,520\n\n109,606,720\n\n(5) An ordinary resolution to re-elect Mr. Louis Sterling III as a director:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n94,836,297\n\n64,851,040\n\n25,828,260\n\n109,606,720\n\n(6) An ordinary resolution to re-elect Ms. Diane E. Sullivan as a director:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n96,043,937\n\n64,051,780\n\n25,419,880\n\n109,606,720\n\n(7) An ordinary resolution to re-elect Mr. Michael Torok as a director:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n129,344,417\n\n43,014,260\n\n \n\n13,156,920\n\n109,606,720\n\n(8) A non-binding advisory vote to approve the compensation of the Company’s named executive officers:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n87,198,317\n\n80,807,440\n\n \n\n17,509,840\n\n109,606,720\n\n(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:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n250,940,057\n\n24,743,200\n\n19,439,060\n\n-\n\n(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):\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n75,117,357\n\n95,824,840\n\n14,573,400\n\n109,606,720\n\n(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:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n71,294,077\n\n95,245,880\n\n18,975,640\n\n109,606,720\n\n(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):\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n71,326,837\n\n99,696,160\n\n14,492,600\n\n109,606,720\n\n \n\n \n\n(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:\n\nVotes For\n\nVotes Against\n\nAbstentions\n\nBroker Non-\n\nVotes\n\n101,512,997\n\n66,339,060\n\n17,663,540\n\n109,606,720\n\n \n\n* * *\n\n \n\n \n\nSIGNATURES\n\nPursuant 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.\n\nDate: May 14, 2026\n\n \n\nAmarin Corporation plc\n\n \n\n \n\n \n\n \n\nBy:\n\n/s/ Aaron Berg\n\n \n\n \n\n \n\nAaron Berg\n\nPresident and Chief Executive Officer"}