SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2013
Prothena Corporation plc
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)||(IRS Employer Identification Number)|
650 Gateway Boulevard
South San Francisco, California 94080
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (650) 837-8550
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:
|¨||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))|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 16, 2013, the Board of Directors (the Board) of Prothena Corporation plc (Prothena or the Company) appointed Christopher S. Henney, Ph.D., D.Sc., to serve as a director of the Company and member of each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee (the Nominating Committee) of the Board.
Description of Dr. Henneys Compensation
Consistent with the Companys compensation policy for non-employee directors and members of the Audit, Compensation, and Nominating Committees, in connection with his appointment, Dr. Henney will be eligible to receive the following:
An initial grant of an option to purchase 50,000 of the Companys ordinary shares on March 18, 2013 (the Initial Grant), with a per share exercise price equal to the closing price on NASDAQ of the Companys ordinary shares on the date of grant. The Initial Grant shall vest in full on the first anniversary of Dr. Henneys appointment, subject to continued service on the Companys Board.
Annual retainers in the aggregate amount of $64,500 (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 $7,500, $5,000, and $3,000 for service as a member of the Audit, Compensation, and Nominating Committees, respectively). Dr. Henney 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. Henney is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release dated March 19, 2013.|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: March 19, 2013||PROTHENA CORPORATION PLC|
/s/ Dale B. Schenk
|Dale B. Schenk|
|Chief Executive Officer|
|99.1||Press Release dated March 19, 2013.|
Prothena Announces Appointment of Biotech Pioneer to Board of Directors
Christopher S. Henney, PhD joins Prothena Board
DUBLIN, Ireland, Mar. 19, 2013 - Prothena Corporation plc (Nasdaq:PRTA), a biotechnology company focused on the discovery and development of novel antibodies for the potential treatment of a broad range of diseases, today announced the appointment of Christopher S. Henney, PhD to its board of directors and Audit, Compensation, and Nominating and Corporate Governance Committees. Dr. Henney joins existing directors Lars Ekman, MD, PhD, Chairman; Dale Schenk, PhD, president and CEO; Richard Collier and Shane Cooke.
As co-founder of three biotechnology companies and as chairman or director of several others, Chris has extensive experience in leading biotech innovation from early-stage research through commercialization of therapies. His significant insights will be invaluable to us as we develop novel antibodies for the potential treatment of a broad range of diseases and advance these potential therapies through clinical development, said Dr. Ekman. On behalf of Prothena and the Board of Directors, I welcome Chris and look forward to drawing upon his strategic, operational and clinical judgment.
Christopher S. Henney, PhD, DSc
Christopher S. Henney, PhD, DSc is the chairman of the board of directors of Oncothyreon, Inc., and of Anthera Pharmaceuticals, Inc., both biotechnology companies. He is a vice-chairman of the board of directors of Cyclacel Pharmaceuticals, Inc. From 1995 until his retirement in 2004, Dr. Henney was chairman and chief executive officer of Dendreon Corporation, a publicly traded biotechnology company that he co-founded. Dr. Henney was also a co-founder and Chief Scientific Officer of Immunex Corporation and of ICOS Corporation, both publicly traded biotechnology companies. Dr. Henney received a PhD in experimental pathology from the University of Birmingham, England, where he also obtained his DSc for contributions in the field of immunology.
Prothena Corporation plc (Nasdaq:PRTA) is a biotechnology company focused on the discovery and development of novel antibodies for the potential treatment of a broad range of diseases that involve protein misfolding or cell adhesion, particularly on the discovery and development of
potential therapeutic monoclonal antibodies directed specifically to disease-causing proteins. These potential therapies have a broad range of indications, including AL and AA forms of amyloidosis, Parkinsons disease and related synucleinopathies, and novel cell adhesion targets involved in inflammatory disease and metastatic cancers. For more information, please visit www.prothena.com.
This press release contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to, among other things, our plans to develop and advance new product candidates through clinical development. These forward-looking statements are identified by their use of terms and phrases such as anticipate, believe, could, should, estimate, expect, intend, may, plan, predict, project, potential, target, will and similar terms and phrases, including references to assumptions. These statements are based on assumptions that may not prove accurate. Actual results could differ materially from those anticipated due to known and unknown risks, uncertainties and other factors including, but not limited to the risks and uncertainties described in the Risk Factors section of the information statement included as Exhibit 99.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2012. Prothena undertakes no obligation to update publicly any forward-looking statements contained in this press release as a result of new information, future events or changes in Prothenas expectations.
Anita Kawatra, Prothena Corporation