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): March 16, 2013
Prothena Corporation plc
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation)
| | |
| 001-35676 | | Not Applicable |
| (Commission File Number) | | (IRS Employer Identification Number) |
650 Gateway Boulevard
South San Francisco, California 94080
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (650) 837-8550
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 16, 2013, the Board of Directors (the “Board”) of Prothena Corporation plc (“Prothena” or the “Company”) appointed Christopher S. Henney, Ph.D., D.Sc., to serve as a director of the Company and member of each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board.
Description of Dr. Henney’s Compensation
Consistent with the Company’s compensation policy for non-employee directors and members of the Audit, Compensation, and Nominating Committees, in connection with his appointment, Dr. Henney will be eligible to receive the following:
| | • | | An initial grant of an option to purchase 50,000 of the Company’s ordinary shares on March 18, 2013 (the “Initial Grant”), with a per share exercise price equal to the closing price on NASDAQ of the Company’s ordinary shares on the date of grant. The Initial Grant shall vest in full on the first anniversary of Dr. Henney’s appointment, subject to continued service on the Company’s Board. |
| | • | | Annual retainers in the aggregate amount of $64,500 (reflecting $39,000 for service as a director, plus an additional $10,000 to recognize time and travel requirements to Ireland, where a majority of Board meetings are held, and $7,500, $5,000, and $3,000 for service as a member of the Audit, Compensation, and Nominating Committees, respectively). Dr. Henney will receive a pro-rated amount for his service for the remainder of 2013. All annual retainer amounts shall be paid in equal quarterly installments. |
A copy of the press release announcing the appointment of Dr. Henney is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
| | |
Exhibit No. | | Description |
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| 99.1 | | Press Release dated March 19, 2013. |
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: March 19, 2013 | | PROTHENA CORPORATION PLC |
| | |
| | By: | | /s/ Dale B. Schenk |
| | Name: | | Dale B. Schenk |
| | Title: | | Chief Executive Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
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| 99.1 | | Press Release dated March 19, 2013. |
