Prothena (PRTA) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for May 14, 2026, with key proposals including director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 2, 2026, are eligible to vote, with one vote per ordinary share.

• Proxy materials are primarily distributed electronically, with options for mail or email delivery upon request.

• Quorum requires holders of at least half of outstanding shares to be present or represented by proxy.

Voting matters and shareholder proposals

• Election of Shane M. Cooke and Dennis J. Selkoe as directors until 2029.

• Ratification of KPMG LLP as independent auditor for fiscal year 2026 and authorization for the Board to set auditor remuneration.

• Advisory vote on executive compensation for named executive officers.

• Shareholders may submit proposals for the 2027 meeting by November 27, 2026, and director nominations between October 28 and December 27, 2026.

Board of directors and corporate governance

• Board to reduce from eight to seven members post-meeting; majority are independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Research and Development, each with defined charters.

• Chair and CEO roles are separated; Daniel G. Welch serves as Chair, Gene G. Kinney as CEO.

• Directors are elected by majority vote, with staggered terms and provisions for shareholder-initiated meetings.

• Code of Conduct and anti-hedging/pledging policies apply to all directors and officers.