Prothena Corp Public Ltd Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect, by separate resolutions, Shane M. Cooke and Dennis J. Selkoe as directors to hold office until no later than the annual general meeting of shareholders in 2029.

2. 2

   Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm and Authorization to Approve Remuneration

   ManagementBoard: FOR

   Ratify, in a non-binding vote, the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026 and authorize the Board, acting through its Audit Committee, to approve the auditor’s remuneration.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying tables and narrative.

   More detail

   This is an advisory, non-binding Say-on-Pay proposal asking shareholders to approve the Company’s disclosed 2025 compensation for its named executive officers. Management seeks shareholder endorsement to confirm that base salaries, annual cash incentive payouts, and long-term equity awards (including the 2025 introduction of one-time RSU retention awards) together are appropriately calibrated to drive performance, retention, and alignment with shareholder interests. The Board emphasizes that the executive compensation program is heavily weighted toward ‘at-risk’ pay—annual incentives tied to pre-established corporate objectives and equity-based awards (options and RSUs)—to incentivize long-term value creation. The Committee highlights 2025 company developments (completion of several clinical programs and partnered program progress, the discontinuation of birtamimab following a failed Phase 3 trial, a subsequent corporate restructuring and workforce reduction, disciplined cash management, and retention actions including RSU grants) as context for compensation decisions, including one-time retention RSUs to preserve critical talent after the reorganization. The Board notes that target annual bonuses were paid at 100% based on its assessment that company objectives were met and that RSUs were used selectively to balance retention needs with performance-based equity. The Compensation Committee engaged an independent consultant, reviewed peer group and market data, and conducted shareholder outreach following prior lower support to inform decisions. While the vote is non-binding, the Board and Compensation Committee will review the outcome and consider shareholder feedback in making future compensation decisions. Overall, the Board recommends a FOR vote because it believes the program supports the Company’s strategy, aligns management incentives with shareholder interests, and addresses retention and governance considerations in a challenging 2025 operating environment.

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When is the Prothena Corp Public Ltd Co 2026 annual meeting?

Prothena Corp Public Ltd Co (PRTA) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Prothena Corp Public Ltd Co 2026 meeting?

The record date for the Prothena Corp Public Ltd Co 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Prothena Corp Public Ltd Co's 2026 meeting?

The board is presenting 2 director nominees at the Prothena Corp Public Ltd Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Prothena Corp Public Ltd Co 2026 meeting?

Shareholders will vote on 3 proposals at the Prothena Corp Public Ltd Co 2026 meeting, each tagged with who proposed it and the board's recommendation.