On this page of StockholderLetter.com we present the 3/31/2023 shareholder letter from PROTHENA CORP PUBLIC LTD CO — ticker symbol PRTA. Reading current and past PRTA letters to shareholders can bring important insights into the investment thesis.

 •  3/31/2023 Letter Continued (Full PDF)
 •  3/29/2024 PRTA Stockholder Letter
 •  3/28/2025 PRTA Stockholder Letter
 •  3/27/2026 PRTA Stockholder Letter
 •  PRTA Benford's Law Stock Score = 95

PRTA 3/31/2023 Shareholder/Stockholder Letter Transcript:

PROTHENA CORPORATION
PLC
Registered in Ireland - No. 518146
77 Sir John Rogerson's Quay, Block C, Grand Canal
Docklands, Dublin 2, D02 VK60, Ireland
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2023
To the Shareholders of Prothena Corporation plc:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the       Annual Meeting      ) of Prothena
Corporation plc, an Irish public limited company (the       Company      ), will be held on Tuesday, May 16, 2023, at 4:00 p.m.
local time, at The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland for the following purposes:
1.
To elect, by separate resolutions, Helen S. Kim, Gene G. Kinney, Oleg Nodelman, and Dennis J. Selkoe, as directors,
to hold office until no later than the annual general meeting of shareholders in 2026;
2.
To ratify, 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 to authorize, in a binding vote, the Company's
Board of Directors, acting through its Audit Committee, to approve the remuneration of that auditor;
3.
To approve, in a non-binding advisory vote, the compensation of the Company   s executive officers named in the
Proxy Statement accompanying this Notice;
4.
To approve an amendment to the Company   s 2018 Long Term Incentive Plan to increase the number of ordinary
shares available for issuance under that Plan by 2,000,000 ordinary shares; and
5.
To transact such other business as properly comes before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The
Company   s Irish statutory financial statements for its fiscal year 2022, including the reports of the directors and auditors
thereon, will be presented at the Annual Meeting. There is no requirement under Irish law that those statutory financial
statements be approved by shareholders and no such approval will be sought at the Annual Meeting. The Annual
Meeting will also include a review of the Company   s affairs.
Under our Constitution and Irish law, Proposal Nos. 1, 2, 3 and 4 are deemed to be ordinary resolutions requiring the
approval of a simple majority of the votes cast at the Annual Meeting.
Only shareholders who owned our ordinary shares at the close of business on March 6, 2023, may vote at the Annual
Meeting. Each shareholder of record will be entitled to one vote per ordinary share on each matter submitted to a vote
of the shareholders, as long as those shares are represented at the Annual Meeting, either in person or by proxy.
Shareholders who are entitled to attend and vote at the Annual Meeting are entitled to appoint a proxy or proxies to
attend and vote on their behalf at the Annual Meeting; such proxy is not required to be a shareholder of the Company.

Our Board of Directors unanimously recommends that you vote as follows on the matters to be presented to
shareholders at the Annual Meeting:
1.
FOR the election of Helen S. Kim, Gene G. Kinney, Oleg Nodelman, and Dennis J. Selkoe, as directors, as described
in Proposal No. 1;
2.
FOR the ratification, in a non-binding vote, of the appointment of KPMG LLP as the Company   s independent
registered public accounting firm for its fiscal year 2023, and authorization, in a binding vote, of the Board of
Directors, acting through its Audit Committee, to approve the remuneration of that auditor, as described in
Proposal No. 2;
3.
FOR the approval, in a non-binding advisory vote, of the compensation of the Company   s named executive
officers, as described in Proposal No. 3; and
4.
FOR the approval of the amendment to the Company   s 2018 Long Term Incentive Plan to increase the number of
ordinary shares available for issuance under that Plan by 2,000,000 ordinary shares, as described in Proposal No. 4.
For the Annual Meeting, we have elected to use the internet as the primary means of providing our proxy materials to
shareholders. Consequently, some shareholders may not receive paper copies of our proxy materials. We intend to send
shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and for
voting via the internet. The Notice of Internet Availability of Proxy Materials will also provide the date, time, and location
of the Annual Meeting; the matters to be acted upon at the meeting and the Board of Directors    recommendation with
regard to each matter; a toll-free number, an e-mail address, and a website where shareholders can request a paper
or e-mail copy of our Proxy Statement and form of proxy card and our Annual Report on Form 10-K for fiscal year 2022;
information on how to access their proxy card; and information on how to attend the meeting and vote in person.
You are cordially invited to attend the Annual Meeting, but whether or not you expect to attend in person, you are urged
to complete, sign, and date your proxy card and return it by mail or follow the alternative voting procedures described
in the Notice of Internet Availability of Proxy Materials or the proxy card.
By Order of the Board of Directors
Michael J. Malecek
Company Secretary
March 31, 2023

TABLE OF CONTENTS
Page
GENERAL INFORMATION
THE PROXY PROCESS AND
SHAREHOLDER VOTING - QUESTIONS
AND ANSWERS ABOUT THESE PROXY
MATERIALS AND VOTING
1
2
PROPOSAL NO. 1 - ELECTION OF
DIRECTORS
7
CORPORATE GOVERNANCE AND
BOARD MATTERS
13
Overview ..................................................
Independence of Directors.........................
Board Role in Risk Oversight ........................
Board Leadership Structure .........................
Board Committees.....................................
Audit Committee .......................................
Compensation Committee .........................
Nominating and Corporate Governance
Committee ...............................................
Meetings of the Board and Committees,
Meeting Attendance, and Shareholder
Meeting Attendance .................................
Other Corporate Governance Matters ........
DIRECTOR COMPENSATION - FISCAL
YEAR 2022
13
13
13
13
14
15
15
15
16
17
18
PROPOSAL NO. 2 - APPOINTMENT OF
KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING
FIRM
20
Fees Paid to KPMG.....................................
Pre-Approval Policies and Procedures .........
20
21
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
PROPOSAL NO. 3 - SAY-ON-PAY
VOTE
PROPOSAL NO. 4 - INCREASE
ORDINARY SHARES AVAILABLE FOR
ISSUANCE UNDER 2018 LTIP BY
2,000,000
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT
21
22
24
31
Page
COMPENSATION DISCUSSION AND
ANALYSIS
Executive Summary: Fiscal Year 2022
Company Performance and Key Pay
Decisions...................................................
Compensation Governance and Best
Practices...................................................
Shareholder Approval of Executive
Compensation ..........................................
The Objective of Our Executive
Compensation Programs ............................
How We Determine Executive
Compensation ..........................................
Executive Compensation for Fiscal Year
2022 .........................................................
Employment and Severance Arrangements .
33
33
36
36
37
37
38
41
REPORT OF THE COMPENSATION
COMMITTEE OF THE BOARD OF
DIRECTORS
42
EXECUTIVE COMPENSATION
43
Summary Compensation Table - Fiscal Year
2022 .........................................................
Grants of Plan-Based Awards - Fiscal Year
2022 .........................................................
Outstanding Equity Awards at Fiscal
Year-End - Fiscal Year 2022 ..........................
Options Exercised and Stock Vested - Fiscal
Year 2022 ..................................................
Potential Payments and Benefits upon
Termination of Employment ........................
Change in Control and Severance
Arrangements ...........................................
Compensation Risk Assessment ...................
Pay Ratio of CEO to Median Employee ........
Pay Versus Performance .............................
43
44
45
46
47
48
51
52
53
EQUITY COMPENSATION PLAN
INFORMATION
57
TRANSACTIONS WITH RELATED
PERSONS AND INDEMNIFICATION
58
HOUSEHOLDING OF PROXY
MATERIALS
59
ANNUAL REPORT
59
APPENDIX A - NASDAQ BOARD
DIVERSITY MATRIX
A-1
APPENDIX B - AMENDMENT TO THE
PROTHENA CORPORATION PLC 2018
LONG TERM INCENTIVE PLAN
B-1

[THIS PAGE INTENTIONALLY LEFT BLANK]

PROTHENA CORPORATION
PLC
Registered in Ireland - No. 518146
77 Sir John Rogerson   s Quay, Block C, Grand Canal
Docklands, Dublin 2, D02 VK60, Ireland
PROXY STATEMENT
FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2023
GENERAL INFORMATION
The Board of Directors of Prothena Corporation plc is soliciting your proxy to vote at the Annual General Meeting of
Shareholders to be held on Tuesday, May 16, 2023, at 4:00 p.m. local time, and any adjournment or postponement of
that meeting (the       Annual Meeting      ). The Annual Meeting will be held at The Merrion Hotel, Upper Merrion Street,
Dublin 2, D02 KF79, Ireland.
We have elected to use the internet as our primary means of providing our proxy materials to shareholders. Accordingly,
on or about March 31, 2023, we are making this Proxy Statement and the accompanying form of proxy card, the
accompanying Notice of Annual General Meeting of Shareholders, and our Annual Report on Form 10-K for our fiscal
year 2022 available on the internet and mailing a Notice of Internet Availability of Proxy Materials to shareholders of
record as of March 6, 2023 (the       Record Date      ). Brokers and other nominees who hold shares on behalf of beneficial
owners will be sending their own similar notice. All shareholders as of the Record Date will have the ability to access our
proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a
printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found
in the Notice of Internet Availability of Proxy Materials and on the website referred to in the notice, including an option
to request paper copies on an ongoing basis. We intend to mail this Proxy Statement, together with the accompanying
form of proxy card and Notice of Annual General Meeting of Shareholders, to those shareholders entitled to vote at the
Annual Meeting who have properly requested paper copies of such materials.
The only voting securities of Prothena are our ordinary shares, $0.01 par value per share (      ordinary shares      ). There were
52,600,087 ordinary shares issued and outstanding as of the Record Date. A quorum of shareholders is necessary to hold
a valid meeting and requires that the shareholders holding a majority of the issued and outstanding ordinary shares
entitled to vote are present in person or represented by proxy at the Annual Meeting.
In this Proxy Statement, we refer to Prothena Corporation plc as the       Company,             Prothena,             our,             we,       or       us      
and the Board of Directors as the       Board.       When we refer to Prothena's fiscal year, we mean the 12-month period
ending December 31 of the stated year. The contents of our website are not intended to be incorporated by reference
in this Proxy Statement, and any references to our website herein are intended for textual references only.
1

3/31/2023 Letter Continued (Full PDF)

 

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