--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-149386" form_type: "8-K" ticker: "PRTA" cik: "0001559053" company_name: "PROTHENA CORP PUBLIC LTD CO" filed_at: "2023-05-19T23:59:59+00:00" generated_at: "2026-06-14T19:46:23.604920+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Prothena shareholders approve 2M share increase in LTIP; Nodelman re-elected with significant opposition ## Summary - Shareholders approved amendment to 2018 LTIP, increasing authorized shares by 2,000,000 effective May 16, 2023. - Director re-election: Kim, Kinney, Nodelman, Selkoe elected; Nodelman received 11.5M against votes (~24.6%). - Ratified KPMG as independent auditor for 2023 in binding vote (49.9M for, 64.8k against). - Non-binding say-on-pay advisory vote approved with 45.2M for, 358.6k against, 1.2M abstain. - Fourth Amendment to LTIP filed as Exhibit 10.1, raising Overall Share Limit to 9,100,000 shares. ## SEC filing metadata - accession: 0001193125-23-149386 - form_type: 8-K - ticker: PRTA - cik: 0001559053 - company_name: PROTHENA CORP PUBLIC LTD CO - filed_at: 2023-05-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1559053/000119312523149386/0001193125-23-149386-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1559053/000119312523149386/d467385d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-149386 - JSON: https://secwatch.observer/filing/0001193125-23-149386.json - Plain text: https://secwatch.observer/filing/0001193125-23-149386.txt ## Key facts - Shareholder Votes PROTHENA CORP PUBLIC LTD CO shareholders approved Approval of an Amendment to the Company’s 2018 Long Term Incentive Plan at the 2023-05-16 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-16 source text: Proposal No. 4: Approval of an Amendment to the Company’s 2018 Long Term Incentive Plan. The shareholders approved the Amendment, which increases the number of ordinary shares available for issuance under the 2018 LTIP by 2,000,000 ordinary shares. For Against Abstain Broker Non-Votes 37,967,275 7,308,464 1,464,036 3,199,572 evidence_url: https://www.sec.gov/Archives/edgar/data/1559053/000119312523149386/0001193125-23-149386-index.htm - Shareholder Votes PROTHENA CORP PUBLIC LTD CO shareholders approved Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm for 2023 and Authorization of the Board of Directors to Approve the Remuneration of that Auditor at the 2023-05-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-16 source text: Proposal No. 2: Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm for 2023 and Authorization of the Board of Directors to Approve the Remuneration of that Auditor. The shareholders ratified, in a non-binding vote, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023, and authorized, in a binding vote, the Company’s Board of Directors, acting through its Audit Committee, to approve the remuneration of that auditor. For Against Abstain 49,873,279 64,757 1,311 evidence_url: https://www.sec.gov/Archives/edgar/data/1559053/000119312523149386/0001193125-23-149386-index.htm - Shareholder Votes PROTHENA CORP PUBLIC LTD CO shareholders approved Approval of Compensation of the Company’s Named Executive Officers at the 2023-05-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-16 source text: Proposal No. 3: Approval of Compensation of the Company’s Named Executive Officers. The shareholders approved, in a non-binding advisory vote, the compensation of the Company’s executive officers named in the Proxy Statement. For Against Abstain Broker Non-Votes 45,196,711 358,628 1,184,436 3,199,572 evidence_url: https://www.sec.gov/Archives/edgar/data/1559053/000119312523149386/0001193125-23-149386-index.htm - Shareholder Votes PROTHENA CORP PUBLIC LTD CO shareholders approved Election of Directors at the 2023-05-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-16 source text: The shareholders re-elected the following individuals to the Company’s Board of Directors to hold office until no later than the annual general meeting of shareholders in 2026. Nominee For Against Abstain Broker Non-Votes Helen S. Kim 46,679,519 57,113 3,143 3,199,572 Gene G. Kinney 46,523,477 213,725 2,573 3,199,572 Oleg Nodelman 35,242,673 11,493,863 3,239 3,199,572 Dennis J. Selkoe 46,506,731 230,399 2,645 3,199,572 evidence_url: https://www.sec.gov/Archives/edgar/data/1559053/000119312523149386/0001193125-23-149386-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.