Not independent
Tenure on this board
2.0 yrs
9 nominees · 13 ballot items.
Thirteen proposals: seven director re‑elections, a non‑binding advisory vote on executive compensation, appointment of auditors, authorization to issue shares, approval of an amended and restated stock incentive plan, disapplication of pre-emption rights, and an amendment to permit electronic notice of future annual general meetings.
Vote to re‑elect Aaron D. Berg to the Board to hold office until the next annual general meeting.
Vote to re‑elect Patrice Bonfiglio to the Board to hold office until the next annual general meeting.
Vote to re‑elect Keith L. Horn to the Board to hold office until the next annual general meeting.
Vote to re‑elect Odysseas Kostas, M.D. to the Board to hold office until the next annual general meeting.
Vote to re‑elect Louis Sterling III to the Board to hold office until the next annual general meeting.
Vote to re‑elect Diane E. Sullivan to the Board to hold office until the next annual general meeting.
Vote to re‑elect Michael Torok to the Board to hold office until the next annual general meeting.
Non‑binding, advisory vote to approve the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025, as disclosed in the Proxy Statement.
This advisory say‑on‑pay proposal asks shareholders to approve, on a non‑binding basis, the compensation arrangements for Amarin’s named executive officers for fiscal 2025 as disclosed in the proxy. Management states that its compensation philosophy emphasizes attraction, retention, and pay‑for‑performance alignment, with a large portion of pay delivered in equity and incentive compensation tied to corporate goals. 2025 was a transformational year—highlighted by a licensing and supply agreement with Recordati and a restructuring—so the Remuneration Committee adjusted timing and vesting (shortening long‑term award vesting to 18 months for 2025) and implemented retention cash programs to support continuity through the transition. The Board argues these changes were designed to keep leadership focused on near‑term execution while preserving longer‑term alignment through equity, and that shareholder engagement informed the program. Because the vote is advisory, it will not bind the Board, but the Board constructs compensation with shareholder feedback in mind and intends to consider the outcome when setting future pay practices. The Board recommends a vote FOR to signal shareholder support for the 2025 pay decisions and the Committee’s overall framework, while noting that disclosure describes performance scorecards and special transaction‑related adjustments that drove specific awards. Investors should weigh the non‑binding nature of the vote, the exceptional 2025 circumstances (Recordati transaction and cost‑saving restructuring), and the Board’s responsiveness to prior say‑on‑pay outcomes in evaluating this proposal’s merits.
Vote to appoint Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026 and to authorize the Audit Committee to agree their remuneration.
Ordinary resolution to authorize the Board to allot shares or grant rights to subscribe for or convert securities into shares up to an aggregate nominal amount of £37,750,000 (approx. 18% of issued share capital) for 18 months.
This ordinary resolution requests shareholder renewal of the directors’ authority under Section 551 of the Companies Act to allot new shares or grant rights to subscribe for or convert securities into shares up to an aggregate nominal amount equal to approximately 18% of the current issued share capital for an 18‑month period. Management frames the request as routine and necessary to allow timely issuance of equity for capital raising and for equity compensation without the transaction costs and delay of convening a separate shareholder meeting for each issuance. The proposal follows prior annual renewals and replaces prior unused authorities; it explicitly preserves the Board’s ability to honour offers made before expiry. The Board emphasizes that there are no present plans to issue shares in a single transaction that would create a controlling shareholder and that limitations (ordinary resolution and time‑bound authority) constrain potential dilution. From a governance perspective, approval provides flexibility for financing and compensation but dilutes existing shareholders if exercised; investors should consider the quantum (18%) relative to historical dilution, recent equity usage (burn rate), and the company’s capital needs given the Recordati transaction and restructuring. The Audit and Board review of corporate needs, together with market practice, underpins the Board’s recommendation FOR. The vote is an ordinary resolution, so a simple majority will approve it, and abstentions/broker non‑votes generally have no effect on outcome under the stated rules.
Ordinary resolution to approve the Amended and Restated 2020 Stock Incentive Plan, increasing the share reserve by 15,000,000 Ordinary Shares and increasing incentive stock options by 15,000,000 shares.
This ordinary resolution asks shareholders to approve an amendment and restatement of Amarin’s 2020 Stock Incentive Plan that adds 15,000,000 Ordinary Shares to the plan reserve and increases the number of shares available for incentive stock options by 15,000,000. Management argues the expanded pool is necessary to continue to grant equity incentives that attract, retain, and motivate employees and align management with shareholder returns, noting the Remuneration Committee targeted awards to the market 50th percentile and monitored burn rate and dilution metrics. The proxy describes plan features that limit repricing without shareholder approval, include change‑of‑control protections, and subject the plan to shareholder oversight for material amendments; it also describes a UK Sub Plan and tax and withholding mechanics. The Board cites the Recordati transaction and organizational restructuring as context for competitive equity grants while highlighting controls (clawback policy, oversight by the Remuneration Committee, annual burn rate monitoring) intended to manage dilution and risk. Approval would enable the company to grant equity without delay and is presented as part of normal compensation governance; opposing shareholders should weigh the incremental dilution (15,000,000 shares) against the company’s projected hiring and retention needs and historical grant patterns and burn rate. The Board recommends a vote FOR because it views the plan as critical to aligning employee incentives with long‑term shareholder value, and because the plan includes customary governance safeguards and limits. From an investor perspective, the key evaluation points are the sufficiency of the stated governance safeguards, the projected horizon for the issuance (management estimates two to three years of runway), and the potential impact on share count.
Special resolution to disapply statutory pre‑emption rights so that the Board may allot equity securities for cash without first offering them pro rata to existing shareholders up to an aggregate nominal amount of £20,970,000 (approx. 10% of issued share capital) for 18 months, subject to Resolution No. 10.
This special resolution asks shareholders to disapply UK statutory pre‑emption (pro‑rata) rights for up to approximately 10% of the company’s issued share capital for an 18‑month period, enabling the Board to allot shares for cash without first offering them to existing shareholders. Management highlights that the 2025 shareholder rejection of a similar disapplication forced a cash‑only director compensation approach that the Board views as misaligned with shareholder interests and unnecessarily burdensome to cash; restoring this authority would allow the Board to issue equity for non‑employee director compensation and financing with lower transaction cost and speed. The proposal is framed as a routine market practice that preserves flexibility to respond to financing or strategic opportunities quickly; it is explicitly conditioned on approval of the allotment authority in Resolution 10. From a governance perspective, investors should weigh the size of the disapplication (10%), the company’s past interactions with shareholders on this point, and the stated rationale tying the authority to cash preservation and alignment of director incentives. Board support argues that the measure reduces administrative burden and helps align non‑employee director pay with shareholder outcomes, but opponents may view it as increasing potential dilution and reducing pre‑emptive protections for minority holders. The special resolution requires a 75% majority and is thus a higher‑threshold governance action; the Board recommends FOR citing operational efficiency, ability to preserve cash, and the need to maintain competitive non‑employee director compensation aligned with equity ownership.
Special resolution to adopt amended and restated Articles of Association to permit the Company to send notice of future Annual General Meetings by making the proxy statement and other communications available on a website (electronic notice), with effect from conclusion of the meeting.
This special resolution proposes adopting amended and restated Articles of Association to permit the Company to send notices and proxy materials for future annual general meetings by publishing them on a website (subject to individual shareholder agreement or deemed consent rules under the Companies Act). Management positions the amendment as a cost‑saving and environmentally responsible modernization that reduces printing and postage expenses and better aligns with digital practices in shareholder communications. The filing notes procedural safeguards under the Companies Act (members must agree or be deemed to agree after a notice period) and that shareholders may opt out, preserving individual rights while enabling a digital default. For institutional investors and registrars, this change reduces administrative burdens and supports faster dissemination; for some retail investors it may raise concerns over access and notice adequacy, though the proposal preserves the option for those who prefer paper. The Board argues that cost savings (cited in the chair’s letter) and reduced environmental impact justify the change and recommends FOR. Approval requires a 75% majority as a special resolution; investors should consider whether the company’s proposed implementation and communications plan will robustly protect shareholder notice and access rights while realizing the stated efficiencies.
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