UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the
Registrant ☐
Filed by a party
other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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Amarin
Corporation plc
(Name of Registrant as Specified
In Its Charter)
Sarissa Capital
Catapult Fund LLC
Sarissa Capital
Hawkeye Fund LP
ISP Fund
LP
Sarissa Capital
Offshore Master Fund LP
Sarissa Capital
Master Fund II LP
Sarissa Capital
Athena Fund Ltd
Atom Master
Fund LP
Sarissa Capital
Fund GP LP
Sarissa Capital
Fund GP LLC
Sarissa Capital
Offshore Fund GP LLC
Sarissa Capital
Management GP LLC
Sarissa Capital
Management LP
Alexander J.
Denner, Ph.D.
Patrice
Bonfiglio
Paul Cohen,
M.D.
Mark
DiPaolo
Keith L.
Horn
Odysseas
Kostas, M.D.
Louis Sterling
III
Diane E.
Sullivan
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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☐
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Fee paid previously with preliminary materials
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☐
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11
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This filing contains a press release issued on February 27,
2023 by Sarissa Capital.
SARISSA CAPITAL
CONDEMNS AMARIN BOARD FOR FRONTRUNNING RESULTS OF PROXY CONTEST
WITH EGREGIOUS EQUITY GRANTS TO EXECUTIVES
Sarissa
believes Amarin board acted in bad faith by making these equity
grants while refusing to disclose proxy contest results and will
hold each director personally accountable
Sarissa urges
Amarin CEO Karim Mikhail to repudiate his undeserved equity grants
and re-issue them to hard working Amarin employees
Greenwich, CT, February 27, 2023
– Sarissa Capital Management LP (“Sarissa”) today issued the
following statement regarding Amarin Corporation plc (NASDAQ:
AMRN):
Sarissa is appalled at this latest act of betrayal of the
shareholders by the Amarin board. Sarissa has been urging the
Amarin board to release the results of the proxy contest for
several days. The board, however, has steadfastly refused,
leaving Amarin shareholders to twist in the wind. Now we know why
the board has opted to sit on this powder keg of information. Late
last week in the stealth of night and right before the General
Meeting, the Amarin board disclosed egregious equity grants to
executives representing more than 3.6 million shares. CEO Karim
Mikhail was given 70% more in equity grants than last year despite
the horrendous performance of the company under his leadership. If
that is not enough, apparently these grants vest solely based on
the passage of time with absolutely no performance criteria.
It is important to note that the board did not make these
grants consistent with last year’s timing but instead made them
several weeks later than usual and with no disclosure of any kind
in its proxy materials. In so doing, the board ensured that it
would not have to disclose this betrayal of shareholders until
after the voting deadline in this proxy contest had passed.
By making these equity grants in this manner, we believe the
board acted in bad faith and engaged in numerous breaches of its
fiduciary duties and violations of law. How can a properly
functioning board that is abiding by its duties make these grants
right before a contested election that could dramatically alter the
composition of the board, after the voting deadline has passed, and
with no prior disclosure? Bear in mind that at last year’s annual
meeting more than a majority of the outstanding stock either
abstained or voted against “Say on Pay,” yet this board determines
to change the timing of and significantly increase the quantum of
executive equity grants. We believe the answer is simple — this
board is violating its fiduciary duties and applicable law.
Accordingly, we intend to hold each director personally liable to
the fullest extent permissible under applicable law.
Karim, last week you sent a self-serving letter to employees
in which you thanked all employees for their hard work. Now is the
perfect time for you to put your money where your mouth is. Prior
equity grants to these employees have been significantly impaired
by the incompetence of the Amarin board. If you really care about
Amarin employees, then re-issue to these hard-working employees the
equity that you clearly do not deserve.
This latest act by the Amarin board is a new low which is
saying something given the shameful behavior undertaken by this
board to date. We believe now more than ever that Amarin will never
see its true potential without major change. Sarissa will work
tirelessly to hold bad actors on the Amarin board accountable and
to overhaul the board for the benefit of shareholders.
Additional Information
Sarissa Capital Management LP (“Sarissa Capital”), together
with other participants, filed a definitive proxy statement and an
accompanying blue proxy card with the SEC on January 31, 2023, in
connection with the solicitation of shareholders of Amarin
Corporation plc (the “Company”) at the general meeting of the
Company for the election of Sarissa Capital’s slate of
highly-qualified nominees (the “General Meeting”). Shareholders are
advised to read the definitive proxy statement and other relevant
documents related to the General Meeting as they contain important
information.
The definitive proxy statement and other relevant documents
are available at no charge on the SEC’s website at
www.sec.gov and at www.freeamarin.com. The definitive
proxy statement and other relevant documents are also available at
no charge by directing a request to Sarissa Capital’s proxy
solicitor, D.F. King & Co., Inc., 48 Wall Street, New York, New
York 10005 (Shareholders can call toll-free: (800) 331-7024).
#FreeAmarin
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Contact:
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Dayna Packes
Sarissa Capital Management LP
info@sarissacap.com
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