Prothena (PRTA) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for May 13, 2025, with key proposals including director elections, auditor ratification, executive compensation advisory vote, and an amendment to the 2018 Long Term Incentive Plan to increase share availability by 2,000,000 shares.

• Shareholders of record as of March 3, 2025, are eligible to vote, with one vote per ordinary share.

• Proxy materials are primarily distributed via the internet, with options for mail or email upon request.

Voting matters and shareholder proposals

• Proposals include: election of three directors (Paula K. Cobb, Lars G. Ekman, Gene G. Kinney) to 2028; ratification of KPMG LLP as auditor for 2025; advisory approval of executive compensation; and approval of an amendment to the 2018 LTIP.

• All proposals require a simple majority of votes cast for approval.

• Shareholders may submit proposals for the 2026 meeting by November 28, 2025, and director nominations between October 29 and December 28, 2025.

Board of directors and corporate governance

• Board consists of nine directors, with staggered terms and annual elections for at least one-third of the board.

• Majority of directors are independent per Nasdaq rules; CEO is not independent.

• Board leadership is separated between Chair (Daniel G. Welch) and CEO (Gene G. Kinney).

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Research and Development.

• Board and committees met regularly in 2024, with high attendance.

• Shareholders holding 10% or more of voting rights can call extraordinary meetings.