UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________
FORM 8-K  
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2017
_______________________________________________________
PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in its Charter)
_______________________________________________________
 
 
 
 
 
Ireland
 
001-35676
 
98-1111119
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
Adelphi Plaza
Upper George's Street
Dún Laoghaire
Co. Dublin, A96 T927, Ireland
(Address of principal executive offices including Zip Code)
Registrant’s telephone number, including area code: 011-353-1-236-2500
(Former Name or Former Address, if Changed Since Last Report.)  
_______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2017, Prothena Corporation plc (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved a further amendment and restatement of the Prothena Corporation plc Amended and Restated 2012 Long Term Incentive Plan (as further amended and restated, the “Amended and Restated LTIP”), which had previously been approved by the Company’s Board of Directors, subject to shareholder approval. Among other amendments, the Amended and Restated LTIP increased the number of ordinary shares authorized for issuance under the Amended and Restated LTIP by 1,350,000 ordinary shares, to a total of 8,750,000 ordinary shares.
    
The Amended and Restated LTIP is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2017 (the “Proxy Statement”), and that description of the Amended and Restated LTIP included in the Proxy Statement is incorporated herein by reference. That description of the Amended and Restated LTIP is qualified in its entirety by reference to the full text of the Amended and Restated LTIP, a copy of which is filed as Exhibit 10.1 hereto.

Item 5.07.      Submission of Matters to a Vote of Security Holders.

On May 17, 2017, the Company held its Annual Meeting, at which the Company’s shareholders voted on the following proposals, each of which is described in the Proxy Statement:

Proposal No. 1: Election of Directors. The shareholders re-elected the following individuals to the Company’s Board of Directors to hold office until no later than the annual general meeting of shareholders in 2020:
Nominee
For
Against
Abstain
Broker Non-Votes
Lars G. Ekman
32,087,679
1,168,541
15,382
1,556,138
Gene G. Kinney
33,226,611
28,702
16,289
1,556,138
Dennis J. Selkoe
33,055,025
201,182
15,395
1,556,138

Proposal No. 2: Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm for 2017 and Authorization of the Board of Directors to Approve the Remuneration of that Auditor. The shareholders ratified, in a non-binding vote, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2017 and authorized, in a binding vote, the Company’s Board of Directors, acting through its Audit Committee, to approve the remuneration of that auditor.
For
Against
Abstain
34,765,377
33,620
28,743

Proposal No. 3: Approval of Compensation of the Company’s Named Executive Officers. The shareholders approved, in a non-binding advisory vote, the compensation of the Company’s executive officers named in the Proxy Statement.
For
Against
Abstain
Broker Non-Votes
33,135,213
107,230
29,159
1,556,138





Proposal No. 4: Approval of a Further Amendment and Restatement of the Company’s 2012 Long Term Incentive Plan. The shareholders approved the further amendment and restatement of the Company’s Amended and Restated 2012 Long Term Incentive Plan, including to increase the number of ordinary shares authorized for issuance under that Plan by 1,350,000 ordinary shares, to a total of 8,750,000 ordinary shares.
For
Against
Abstain
Broker Non-Votes
25,638,657
7,614,027
18,918
1,556,138

Proposal No. 5: Renewal of the Board’s Authority to Allot and Issue Shares. The shareholders approved the renewal of the Company’s Board of Directors’ authority under Irish law to allot and issue ordinary shares, with such authority to expire on May 17, 2022.
For
Against
Abstain
Broker Non-Votes
29,559,408
3,693,461
18,733
1,556,138

Proposal No. 6: Renewal of the Board’s Authority to Allot and Issue Shares for Cash without Applying the Statutory Pre-Emption Right. The shareholders approved the renewal of the Company’s Board of Directors’ authority under Irish law to allot and issue ordinary shares for cash without first offering those shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply, with such authority to expire on May 17, 2022.
For
Against
Abstain
Broker Non-Votes
29,526,886
3,725,700
19,016
1,556,138

Proposal No. 7: Approval of any Motion to Adjourn the Annual Meeting. The shareholders approved any motion to adjourn the Annual Meeting, or any adjournment thereof, to another time and place in order to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal No. 6.
For
Against
Abstain
Broker Non-Votes
27,005,441
7,790,214
32,085
0

Item 9.01.      Financial Statements and Exhibits.

(d)      Exhibits
    
Exhibit No.
 
Description
 
 
 
10.1 #
 
Prothena Corporation plc Amended and Restated 2012 Long Term Incentive Plan
                      
# Indicates management contract or compensatory plan or arrangement.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:
May 23, 2017
PROTHENA CORPORATION PLC
 
 
 
 
 
 
 
By:
 
/s/ Tran B. Nguyen
 
 
Name:
 
Tran B. Nguyen
 
 
Title:
 
Chief Financial Officer



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