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PRTA > SEC Filings for PRTA > Form 8-K on 20-Mar-2013All Recent SEC Filings

Show all filings for PROTHENA CORP PLC | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements and Exhibits

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.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release dated March 19, 2013.

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