Form 8-K PRTA 2014 Proxy Voting Results
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 21, 2014
_______________________________________________________
Prothena Corporation plc
(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.)
 
 
 
650 Gateway Boulevard
 
 
South San Francisco, California
 
94080
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (650) 837-8550
(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):
¨
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 5.07.
Submission of Matters to a Vote of Security Holders.

On May 21, 2014, Prothena Corporation plc (the “Company”) held its 2014 Annual General Meeting of Shareholders, at which the shareholders of the Company voted on the following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2014:
Proposal No. 1: Election of Directors. The following individuals were re-elected to the Company’s Board of Directors (the “Board”) to hold office until the 2017 annual general meeting of shareholders or until their successors are elected and have been qualified, or until such director’s earlier death, resignation or removal:
Nominee
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Dr. Dale B. Schenk
 
16,519,553

 
151,080

 
5,154

 
2,556,964

Dr. Dennis J. Selkoe
 
16,549,383

 
121,893

 
4,511

 
2,556,964

Richard T. Collier
 
15,603,647

 
1,067,027

 
5,113

 
2,556,964


Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm and Authorization of the Audit Committee to Determine their Remuneration. The shareholders ratified, in a non-binding vote, the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, and authorized, in a binding vote, the Audit Committee of the Board to determine KPMG LLP’s remuneration.
For
 
Against
 
Abstain
19,103,242
 
109,744
 
19,765

Proposal No. 3: Prothena Corporation plc Amended and Restated 2012 Long Term Incentive Plan. The shareholders approved the Prothena Corporation plc Amended and Restated 2012 Long Term Incentive Plan.
For
 
Against
 
Abstain
 
Broker Non-Votes
12,752,174

 
3,901,009

 
22,604

 
2,556,964





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

Date: May 22, 2014
PROTHENA CORPORATION PLC
 
 
 
 
 
By:
 
/s/ Dale B. Schenk
 
Name:
 
Dale B. Schenk
 
Title:
 
Chief Executive Officer