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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2025
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PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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| Ireland |
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001-35676 |
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98-1111119 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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77 Sir John Rogerson's Quay, Block C |
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Grand Canal Docklands |
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Dublin 2, |
D02 VK60, |
Ireland |
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| (Address of principal executive offices, including Zip Code) |
Registrant’s telephone number, including area code: 011-353-1-236-2500
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(Former Name or Former Address, if Changed Since Last Report.)
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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):
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| 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 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 5.07. Submission of Matters to a Vote of Security Holders.
On November 19, 2025, Prothena Corporation plc (the “Company”) held an extraordinary general meeting of shareholders, at which the Company’s shareholders voted on the following proposal, which is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2025:
Proposal No. 1: Approval of a Reduction of the Company’s Capital to Create Distributable Reserves. The shareholders approved a reduction of the Company’s capital to create distributable reserves.
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| For |
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Against |
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Abstain |
| 37,779,052 |
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46,738 |
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45,906 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| Date: |
November 19, 2025 |
PROTHENA CORPORATION PLC |
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By: |
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/s/ Tran B. Nguyen |
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Name: |
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Tran B. Nguyen |
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Title: |
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Chief Strategy Officer and Chief Financial Officer |
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