Prothena Corp plc Schedules Annual General Meeting for May 14, 2024

TL;DR

<b>Prothena Corp plc is holding its Annual General Meeting on May 14, 2024, to vote on director elections, auditor ratification, executive compensation, and an equity incentive plan amendment.</b>

AI Summary

PROTHENA CORP PUBLIC LTD CO (PRTA) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Prothena Corp plc will hold its Annual General Meeting on May 14, 2024, in Dublin, Ireland. Shareholders will vote on the election of four directors: Richard T. Collier, Shane M. Cooke, William H. Dunn, Jr., and Daniel G. Welch. The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2024 will be ratified. Shareholders will vote on executive officer compensation in a non-binding advisory vote. An amendment to the 2018 Long Term Incentive Plan to increase share availability by 2,000,000 ordinary shares will be proposed.

Why It Matters

For investors and stakeholders tracking PROTHENA CORP PUBLIC LTD CO, this filing contains several important signals. The meeting is a key governance event where shareholders directly influence the company's leadership and compensation structure. Approval of the Long Term Incentive Plan amendment is crucial for retaining and attracting talent by increasing the equity pool.

Risk Assessment

Risk Level: low — PROTHENA CORP PUBLIC LTD CO shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) for an annual general meeting, with no immediate financial or operational disclosures beyond standard governance items.

Analyst Insight

Shareholders should review the director nominees, executive compensation details, and the proposed incentive plan amendment before the May 14th meeting.

Key Numbers

• May 14, 2024 — Annual General Meeting Date (Date of the shareholder meeting)
• 2027 — Director Term End (Year directors will hold office until)
• 2024 — Fiscal Year End (Fiscal year for which KPMG LLP is appointed auditor)
• 2,000,000 — Share Increase (Number of ordinary shares to be added to the 2018 Long Term Incentive Plan)

Key Players & Entities

• Prothena Corp plc (company) — Registrant name
• May 14, 2024 (date) — Annual General Meeting date
• Richard T. Collier (person) — Director nominee
• Shane M. Cooke (person) — Director nominee
• William H. Dunn, Jr. (person) — Director nominee
• Daniel G. Welch (person) — Director nominee
• KPMG LLP (company) — Independent registered public accounting firm
• 2,000,000 (dollar_amount) — Ordinary shares to be added to the incentive plan

FAQ

Industry Context

Prothena Corporation plc is a biopharmaceutical company focused on the discovery and development of therapies for diseases based on the disruption of normal protein homeostasis.

Regulatory Implications

As an Irish public limited company, Prothena is subject to corporate governance regulations in Ireland and reporting requirements under the U.S. Securities Exchange Act of 1934.

What Investors Should Do

1. Review the biographies and qualifications of the director nominees.
2. Analyze the proposed executive compensation structure and rationale.
3. Evaluate the proposed amendment to the 2018 Long Term Incentive Plan and its potential impact on shareholder value.

Key Dates

• 2024-05-14: Annual General Meeting — Shareholders will vote on key governance matters including director elections, auditor ratification, executive compensation, and incentive plan amendments.

Year-Over-Year Comparison

This is a DEF 14A filing, a routine proxy statement for an annual general meeting, indicating standard corporate governance procedures are being followed.

Key Financial Figures

• $0.01 — es of Prothena are our ordinary shares, $0.01 par value per share ("ordinary shares")
• $22,000 — n of proxies for a fee of approximately $22,000, plus reimbursement of expenses. 11.

Filing Documents

• ny20018672x1_def14a.htm (DEF 14A) — 1713KB
• logo_footerprothena.jpg (GRAPHIC) — 9KB
• ny20018672x1_bargraph01x1.jpg (GRAPHIC) — 140KB
• ny20018672x1_check.jpg (GRAPHIC) — 5KB
• ny20018672x1_piechart01.jpg (GRAPHIC) — 170KB
• ny20018672x1_skills.jpg (GRAPHIC) — 593KB
• ny20018672x1_x.jpg (GRAPHIC) — 5KB
• logo_prothenax1.jpg (GRAPHIC) — 22KB
• ny20018672x1_pc01.jpg (GRAPHIC) — 710KB
• ny20018672x1_pc02.jpg (GRAPHIC) — 827KB
• ny20018672x1_ymtchrakiax2.jpg (GRAPHIC) — 21KB
• 0001140361-24-016622.txt (&nbsp;) — 9212KB
• prta-20240514.xsd (EX-101.SCH) — 7KB
• prta-20240514_def.xml (EX-101.DEF) — 6KB
• prta-20240514_lab.xml (EX-101.LAB) — 17KB
• prta-20240514_pre.xml (EX-101.PRE) — 7KB
• ny20018672x1_def14a_htm.xml (XML) — 311KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 31 Page COMPENSATION DISCUSSION AND ANALYSIS 34 Executive Summary: Fiscal Year 2023 Company Performance and Key Pay Decisions 34 Compensation Governance and Best Practices 37 Shareholder Approval of Executive Compensation 37 The Objective of Our Executive Compensation Programs 38 How We Determine Executive Compensation 38

Executive Compensation for Fiscal Year 2023

Executive Compensation for Fiscal Year 2023 39 Employment and Severance Arrangements 42 REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 43

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 44 Summary Compensation Table - Fiscal Year 2023 44 Grants of Plan-Based Awards - Fiscal Year 2023 45 Outstanding Equity Awards at Fiscal Year-End - Fiscal Year 2023 46 Options Exercised and Stock Vested - Fiscal Year 2023 47 Potential Payments and Benefits upon Termination of Employment 48 Change in Control and Severance Arrangements 49 Compensation Risk Assessment 52 Pay Ratio of Chief Executive Officer to Median Employee 53 Pay Versus Performance 54 EQUITY COMPENSATION PLAN INFORMATION 58 TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION 59 HOUSEHOLDING OF PROXY MATERIALS 60 ANNUAL REPORT 60 APPENDIX A - NASDAQ BOARD DIVERSITY MATRIX A-1 APPENDIX B - AMENDMENT TO THE PROTHENA CORPORATION PLC 2018 LONG TERM INCENTIVE PLAN B-1 TABLE OF CONTENTS PROTHENA CORPORATION PLC Registered in Ireland - No. 518146 77 Sir John Rogerson's Quay, Block C, Grand Canal Docklands, Dublin 2, D02 VK60, Ireland PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2024 GENERAL INFORMATION The Board of Directors of Prothena Corporation plc is soliciting your proxy to vote at the Annual General Meeting of Shareholders to be held on Tuesday, May 14, 2024, at 4:00 p.m. local time, and any adjournment or postponement of that meeting (the "Annual Meeting"). The Annual Meeting will be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland. We have elected to use the internet as our primary means of providing our proxy materials to shareholders. Accordingly, on or about March 29, 2024, we are making this Proxy Statement and the accompanying form of proxy card, the accompanying Notice of Annual General Meeting of Shareholders, and our Annual Report on Form 10-K for our fiscal year 2023 available on the internet and mailing a Notice of Internet Availability of Proxy Materials to shareholders of record as of March 4, 2024 (the "Record Date"). Brokers and

View Full Filing

View this DEF 14A filing on SEC EDGAR