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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Lars G. Ekman
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32,087,679
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1,168,541
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15,382
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1,556,138
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Gene G. Kinney
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33,226,611
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28,702
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16,289
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1,556,138
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Dennis J. Selkoe
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33,055,025
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201,182
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15,395
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1,556,138
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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.
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For
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Against
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Abstain
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34,765,377
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33,620
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28,743
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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.
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For
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Against
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Abstain
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Broker Non-Votes
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33,135,213
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107,230
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29,159
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1,556,138
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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.
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For
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Against
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Abstain
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Broker Non-Votes
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25,638,657
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7,614,027
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18,918
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1,556,138
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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.
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For
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Against
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Abstain
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Broker Non-Votes
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29,559,408
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3,693,461
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18,733
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1,556,138
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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.
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For
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Against
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Abstain
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Broker Non-Votes
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29,526,886
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3,725,700
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19,016
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1,556,138
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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.
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For
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Against
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Abstain
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Broker Non-Votes
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27,005,441
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7,790,214
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32,085
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0
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