Prothena Corporation plc
Prothena Corp plc (Form: 8-K, Received: 07/23/2013 17:28:37)

 

 

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): July 22, 2013

 

 

Prothena Corporation plc

(Exact name of registrant as specified in its charter)

 

 

Ireland

(State or other jurisdiction of incorporation)

 

001-35676   43-1256213
(Commission File Number)   (IRS Employer Identification Number)

650 Gateway Boulevard

South San Francisco, California 94080

(Address of principal executive offices, including Zip Code)

Registrant’s 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.

Appointment of Dr. Dennis J. Selkoe

On July 22, 2013, the Board of Directors (the “Board”) of Prothena Corporation plc (“Prothena” or the “Company”) appointed Dennis J. Selkoe, M.D., to serve as a director of the Company and a member of each of the Compensation Committee (as chair) and Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board.

Description of Dr. Selkoe’s Compensation

Consistent with the Company’s compensation policy for non-employee directors and for members of the Compensation and Nominating Committees, in connection with his appointment, Dr. Selkoe will be eligible to receive the following:

 

   

An initial grant of an option to purchase 50,000 of the Company’s ordinary shares under the Company’s 2012 Long Term Incentive Plan, with a per share exercise price of $16.42, equal to the closing price of the Company’s ordinary shares on the date of grant (July 22, 2013) as reported on The NASDAQ Global Market. This grant shall vest in full on the first anniversary of the grant date, subject to Dr. Selkoe’s continued service on the Company’s Board .

 

   

Annual retainers in the aggregate amount of $62,000 (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 $10,000 and $3,000 for service as chair of the Compensation Committee and a member of the Nominating Committee, respectively). Dr. Selkoe 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. Selkoe is filed as Exhibit 99.1 to this report.

Board Committee Composition

On July 23, 2013, the Board approved the appointments of the following members of the Board to the Audit Committee, Compensation Committee and Nominating Committee as set forth below:

Audit Committee

Christopher S. Henney, Ph.D., D.Sc. (Chair)

Lars G. Ekman, M.D., Ph.D.

Richard T. Collier

Compensation Committee

Dennis J. Selkoe, M.D. (Chair)

Lars G. Ekman, M.D., Ph.D.

Richard T. Collier

Nominating Committee

Richard T. Collier (Chair)

Dennis J. Selkoe, M.D.

Christopher S. Henney, Ph.D., D.Sc.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
No.

  

Description

99.1   

Press Release dated July 22, 2013.

 


SIGNATURES

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: July 23, 2013

    PROTHENA CORPORATION PLC
    By:  

/s/ Dale B. Schenk

    Name:   Dale B. Schenk
    Title:   Chief Executive Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1

  

Press Release dated July 22, 2013.

Exhibit 99.1

 

LOGO

PROTHENA WELCOMES NEW DIRECTOR TO ITS BOARD

DUBLIN, Ireland – July 22, 2013 – Prothena Corporation plc (NASDAQ:PRTA), a clinical stage 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 Dennis J. Selkoe, MD to its Board of Directors. Dr. Selkoe joins existing directors Lars Ekman, MD, PhD, Chairman; Dale Schenk, PhD, president and CEO; Richard Collier, Shane Cooke and Christopher Henney, PhD, DSc.

“As the principal founding scientist of Athena Neurosciences and as a previous director of both Elan Corporation, plc and Athena, Dennis has extensive experience in leading biotech innovation. His wealth of scientific research and business knowledge and experience will be critical 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 Dennis and look forward to drawing upon his depth of scientific and strategic expertise.”

Dennis J. Selkoe, MD

Dennis J. Selkoe, MD is the Vincent and Stella Coates Professor of Neurologic Diseases at Harvard Medical School and co-director of the Center for Neurologic Diseases at The Brigham and Women’s Hospital. From July 1996 to July 2009 and from August 2009 until his retirement in May 2013, Dr. Selkoe was a director of Elan. Dr. Selkoe was the principal founding scientist and served as a director of Athena, until it was acquired by Elan in 1996. Dr. Selkoe earned his MD from the University of Virginia School of Medicine and after initial research training at the National Institutes of Health, Dr. Selkoe completed a residency in neurology at the Harvard/Longwood Program and a postdoctoral fellowship in neurochemistry and neuronal cell biology in the Department of Neuroscience, Harvard Medical School.

About Prothena

Prothena Corporation plc is a clinical stage 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 and 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 (NEOD001), Parkinson’s disease and related synucleinopathies (PRX002), and novel cell adhesion targets involved in inflammatory disease and metastatic cancers (PRX003).

For more information, please visit the company’s web site at www.prothena.com.


Forward-looking Statements

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” sections of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2013 and subsequently filed Quarterly Reports on Form 10-Q. 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 Prothena’s expectations.

Contact

Investors: Tran Nguyen, CFO

650-837-8535,  IR@prothena.com

Media: Anita Kawatra

646-256-5116,  anita.kawatra@prothena.com