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0001559053FALSE00015590532023-05-162023-05-16

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 16, 2023
_______________________________________________________
PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(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.)
77 Sir John Rogerson's Quay, Block C
Grand Canal Docklands


Dublin 2, D02 VK60, Ireland
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: 011-353-1-236-2500
___________________________________________________
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.01 per share PRTA The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                        Emerging growth company ☐




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    
On May 16, 2023, the Board of Directors (the “Board”) of Prothena Corporation plc (the “Company”) increased the size of the Board and appointed William H. Dunn, Jr., M.D. to serve as a director of the Company, effective immediately.

Dr. Dunn will receive the director fees and equity-based compensation for non-employee directors previously disclosed in the Company’s proxy statement for its 2023 Annual General Meeting of shareholders. In connection with Dr. Dunn’s appointment, he and the Company will enter into the Company’s standard Deed of Indemnification, the form of which is an exhibit to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 11, 2014.

There are no arrangements or understandings between Dr. Dunn and any other persons pursuant to which he was selected as a director. Dr. Dunn does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.



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 16, 2023 PROTHENA CORPORATION PLC
By:   /s/ Tran B. Nguyen
Name:   Tran B. Nguyen
Title:   Chief Strategy Officer and Chief Financial Officer