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.
