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PRTA > SEC Filings for PRTA > Form 8-K on 23-Jul-2013All Recent SEC Filings

Show all filings for PROTHENA CORP PLC

Form 8-K for PROTHENA CORP PLC


23-Jul-2013

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.

Appointment of Dr. Dennis J. Selkoe

On July 22, 2013, the Board of Directors (the "Board") of Prothena Corporation plc ("Prothena" or the "Company") appointed Dennis J. Selkoe, M.D., to serve as a director of the Company and a member of each of the Compensation Committee (as chair) and Nominating and Corporate Governance Committee (the "Nominating Committee") of the Board.

Description of Dr. Selkoe's Compensation

Consistent with the Company's compensation policy for non-employee directors and for members of the Compensation and Nominating Committees, in connection with his appointment, Dr. Selkoe will be eligible to receive the following:

An initial grant of an option to purchase 50,000 of the Company's ordinary shares under the Company's 2012 Long Term Incentive Plan, with a per share exercise price of $16.42, equal to the closing price of the Company's ordinary shares on the date of grant (July 22, 2013) as reported on The NASDAQ Global Market. This grant shall vest in full on the first anniversary of the grant date, subject to Dr. Selkoe's continued service on the Company's Board .

Annual retainers in the aggregate amount of $62,000 (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 $10,000 and $3,000 for service as chair of the Compensation Committee and a member of the Nominating Committee, respectively). Dr. Selkoe 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. Selkoe is filed as Exhibit 99.1 to this report.

Board Committee Composition

On July 23, 2013, the Board approved the appointments of the following members of the Board to the Audit Committee, Compensation Committee and Nominating Committee as set forth below:

Audit Committee

Christopher S. Henney, Ph.D., D.Sc. (Chair)

Lars G. Ekman, M.D., Ph.D.

Richard T. Collier

Compensation Committee

Dennis J. Selkoe, M.D. (Chair)

Lars G. Ekman, M.D., Ph.D.

Richard T. Collier

Nominating Committee

Richard T. Collier (Chair)

Dennis J. Selkoe, M.D.

Christopher S. Henney, Ph.D., D.Sc.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description
99.1 Press Release dated July 22, 2013.


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