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Amarin Corporation plc

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Msg  9200 of 9229  at  2/28/2023 11:22:17 AM  by


The following message was updated on 2/28/2023 11:39:50 AM.

 In response to msg 9199 by  leighlogan
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Re: we won

Wow you are quick! I literally just got a new email alert from AMRN about the election results, opened the PR, read it, then came here to post about it - that took all of 30 secs but you still beat me! Here's what the PR says - what a clusterfuck - now a $700M MC company has 15 members of the BOD, and I assume two of them are the junior employees Sarissa initially nominated - need to confirm that but not sure their names were ever released:

DUBLIN, Ireland and BRIDGEWATER. N.J., Feb. 28, 2023 (GLOBE NEWSWIRE) -- Amarin Corporation plc (NASDAQ: AMRN) (“Amarin” or the “Company”) today announced that, based on the preliminary voting results provided by its proxy solicitors following the Company’s 2023 General Meeting of Shareholders (the “General Meeting”), Amarin shareholders have voted to elect all seven of Sarissa’s nominees and remove Per Wold-Olsen as Chairman of the Board of Directors, effective immediately.

Amarin’s reconstituted Board will be expanded to 15 directors – Adam Berger, Patrice Bonfiglio, Paul Cohen, Mark DiPaolo, Erin Enright, Keith Horn, Jan van Heek, Odysseas Kostas, Karim Mikhail, Geraldine Murphy, Kristine Peterson, Louis Sterling, Dr. Murray Stewart, Diane Sullivan and Alfonso “Chito” Zulueta. The Board will appoint a new Chairman in due course.

Amarin issued the following statement:

Amarin appreciates the engagement with our shareholders, as well as the valuable insights and perspectives they have shared throughout this process.

While we sought a different outcome, the Board and management team remain focused on executing Amarin’s strategy, particularly at this critical juncture with ongoing pricing and reimbursement negotiations in Europe, International expansion efforts and continued stabilization of our U.S. business, to deliver near- and long-term value. We will work constructively with the newly elected directors toward these shared goals.

We thank Per Wold-Olsen for his unwavering leadership, dedication and oversight during his tenure on the Board and while serving as Chairman.

Edit: Just checked the DFAN14A filings and found this one:

Chairman Per Wold-Olsen told The Deal that the Bridgewater, N.J.-headquartered company tried to interview two of seven candidates put forward by Sarissa for election to the company’s board, but were denied.

“Sarissa’s other candidates have very limited understanding with international operations and they so far haven’t let us interview two candidates that have relevant experience,” he said of the 6% stakeholder’s slate of director candidates.

However, Sarissa insisted its senior partner Mark DiPaulo emailed an Amarin director seeking out the two nominees and never received a response. For now, the parties appear to be still be on different pages, barreling toward a Feb. 28 vote.

Wold-Oslen’s comments come as Sarissa looks to expand Amarin’s board, currently made up of nine members, to 15, and install seven dissidents, including three fund employees.

 I know Sarissa initially nominated 5 fund employees, including the two junior analysts - since only 3 employees got appointed appears Sarissa pulled those two out and replaced them with outsiders. Also found this in the same filing:

Sarissa continues to argue that the executives and the board have mismanaged the company and enriched themselves despite poor results. The activist fund, for instance, said CEO Mikhail was paid more than $5.8 million in total compensation in 2021, even as the stock declined by about 31%. It also asserted that Wold-Olsen was granted about $1 million in stock, options and cash in 2022.

Wold-Olsen and Mikhail, again pushed back. “We compare ourselves to a peer group of U.S. companies, with the help of external pay consultants, that are similar to Amarin and we are paid the median of that group,” Wold-Olsen said arguing that the criticism was a misrepresentation.

A large part of the pay cited by Sarissa involves long-term restricted stock, performance share units and stock options, which only have value if Amarin’s share price improves. “These are long-term incentives, and if we don’t get the long-term value up there is no value to them,” he said. “The numbers they cite are quite misleading.”

“My job is to enhance value,” said Mikhail, adding salary and bonus are only a small part of his compensation, with the largest part being equity RSUs, options and PSUs.

 AMRN lied thru it's teeth - KM just got awarded 100k performance related RSUs and was given another 800k just for being CEO - clearly none of those was tied to the "value" of AMRN, unless the BOD wants to claim that the rise in pps due to Sarissa's activism was sufficient to satisfy the "get the stock price up" incentive clause for those 100k performance RSUs - that would be laughable if it was true.

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