AMARIN CORP PLC\UK 8-K

What Happened

• Amarin Corporation plc (AMRN) filed an 8-K on March 27, 2026 disclosing that on March 25, 2026 Dr. Paul Cohen and Oliver O’Connor notified the company they will not stand for re‑election at the 2026 Annual Meeting and will resign effective immediately before the meeting’s commencement. The Board also approved reducing its size from nine to seven directors effective at that same time.
• On March 25, 2026 the Board approved an updated non‑employee Director Compensation Policy providing annual equity awards of Restricted Stock Units (RSUs) and Options to non‑employee directors, with full vesting on the earlier of the one‑year anniversary of grant (the grant date will be the annual general meeting) or the annual general meeting in that anniversary year.

Key Details

• Two directors: Dr. Paul Cohen and Mr. Oliver O’Connor informed the company on March 25, 2026 they will not stand for re‑election; resignations effective immediately before the 2026 Annual Meeting.
• Board size will be reduced from nine to seven directors effective at the time of those resignations.
• Director awards: initial and annual equity awards (RSUs and Options) are provided to non‑employee directors; grants vest in full on the earlier of one year after grant (grant = AGM date) or the AGM in that anniversary year.
• Awards are contingent on shareholder approval: if shareholders do not approve both the issuance proposal and the pre‑emption proposal at the 2026 AGM, non‑employee directors will not receive the planned equity awards and the Board will consider alternatives (e.g., cash).

Why It Matters

• For investors, this is a governance update: two named directors are leaving and the Board will be smaller, which can affect board composition and oversight. The change to the director compensation policy shifts director pay toward equity awards (RSUs and Options) but is contingent on shareholder votes; if shareholders reject the related proposals, the company may use cash or other compensation instead. These are non‑operational changes—Amarin states the resignations are not due to disagreements with the company’s operations, policies, or practices.