Prothena Corporation plc · NASDAQ:PRTA
Prothena — Shareholder Meeting (April 2017)
25 slides from Prothena's shareholder meeting presentation, Apr 10, 2017
Slide 1: Prothena Corporation plc Annual General Meeting of Shareholders
Prothena Corporation plc Annual General Meeting of Shareholders April 10, 2017
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking statements. These statements relate to, among other things, Prothena’s growth strategy and the way Prothena intends to advance its business and increase shareholder value and Prothena’s ability to raise capital through issuances o
Slide 3: About Prothena
About Prothena
Slide 4: We Are a Late-Stage Clinical Biotechnology Company with Significant Future Capital Needs
We Are a Late-Stage Clinical Biotechnology Company with Significant Future Capital Needs We are a global, late-stage clinical biotechnology company establishing fully-integrated research, development and commercial capabilities With multiple programs in development, we seek to fundamentally change t
Slide 5: We are Listed in the U.S. and Incorporated in Ireland
We are Listed in the U.S. and Incorporated in Ireland Prothena is a “spin-off” from Elan Corporation, plc – an Irish company founded in 1969 Both Prothena and Elan were founded as Irish companies – neither became an Irish company through an “inversion” Since we were “spun out” in December 2012, our
Slide 6: What it Means to be Listed Exclusively in the U.S. and Incorporated in Ireland
What it Means to be Listed Exclusively in the U.S. and Incorporated in Ireland Because we are incorporated in Ireland, we follow Irish corporate law Because our ordinary shares are listed exclusively in the U.S. and the U.S. capital markets are the sole capital markets for our ordinary shares: We fo
Slide 7: About Proposals 5, 6 and 7
About Proposals 5, 6 and 7
Slide 8: What are Proposals 5 and 6?
What are Proposals 5 and 6? Under Irish law, our Board must be authorized by shareholders to both issue any shares and to issue those shares for cash without first offering those shares on the same or more favorable terms to our existing shareholders on a pro-rata basis (referred to as the statutory
Slide 9: Why Proposals 5 and 6 are Important and Why You Should Vote FOR Both
Why Proposals 5 and 6 are Important and Why You Should Vote “FOR” Both Renewal of our Board’s current share issuance authorities is fundamental to the way we intend to advance our business and increase shareholder value – which depends on our ability to efficiently raise capital Proposals 5 and 6 ar
Slide 10: Why Proposals 5 and 6 are Important and Why You Should Vote FOR Both (continued)
Why Proposals 5 and 6 are Important and Why You Should Vote “FOR” Both (continued) Renewing our Board’s share issuance authorities will allow us to continue to execute on our business and growth strategy without competitive disadvantage – i.e., on an equal footing with our peer companies that are U.
Slide 11: We Believe Our Board has Responsibly Used its Current Share Issuance Authorities
We Believe Our Board has Responsibly Used its Current Share Issuance Authorities We believe that we have made significant progress in executing on our business plans and long-term strategy, while also creating value for our shareholders Our Board has been deliberately disciplined in authorizing shar
Slide 12: What if Proposals 5 and 6 are Not Approved?
What if Proposals 5 and 6 are Not Approved? If Proposals 5 and 6 are not approved, our Board’s current share issuance authorities – that have been in place since our formation – will expire on September 26, 2017 If Proposal 5 is not approved, after September 26, 2017 we will generally not be able to
Slide 13: Why Proposal 7 is on the Agenda and Why You Should Vote FOR Proposal 7
Why Proposal 7 is on the Agenda and Why You Should Vote “FOR” Proposal 7 Proposal 6 – to renew our directors’ authority to issue shares for cash without first offering shares to existing shareholders – is a special resolution under Irish law requiring an affirmative vote of 75% of the votes cast on
Slide 14: Our Other Proposals
Our Other Proposals
Slide 15: Recurring Annual Proposals
Recurring Annual Proposals Election of directors (Proposal 1) Ratification, in a non-binding vote, of KPMG’s appointment and authorization, in a binding vote, to approve its remuneration (Proposal 2) Approval, in non-binding advisory vote, of executive officer compensation – “say-on-pay” (Proposal 3
Slide 16: Proposal 4 – Amendment and Restatement of 2012 Long Term Incentive Plan
Proposal 4 – Amendment and Restatement of 2012 Long Term Incentive Plan
Slide 17: Why Proposal 4 is on the Agenda
Why Proposal 4 is on the Agenda In 2014, our shareholders approved the current Amended and Restated 2012 Long Term Incentive Plan (the “2012 LTIP”) We are seeking shareholder approval of a further amendment and restatement of the 2012 LTIP to: Increase shares available under the 2012 LTIP by 1,350,0
Slide 18: Why You Should Vote FOR Proposal 4
Why You Should Vote “FOR” Proposal 4 Additional shares are critical to meet attract and retain key individuals essential to our success We expect the additional shares to last two years assuming grants consistent with past practices and usage Our average burn rate over the past three years was 3.71%
Slide 19: Why You Should Vote FOR Proposal 4 (continued)
Why You Should Vote “FOR” Proposal 4 (continued) Other proposed amendments to the 2012 LTIP include: Automatic acceleration of awards upon a change in control only if not assumed or substituted Any vesting of performance-based awards upon a change in control will be at higher of actual performance o
Slide 20: About Our Corporate Governance
About Our Corporate Governance
Slide 21: We Believe We Have Strong Corporate Governance Practices
We Believe We Have Strong Corporate Governance Practices We have a separate CEO and Chairman (who is independent) 6 of our 7 directors are independent Our independent directors meet regularly in executive session Our Audit, Compensation and Nominating and Corporate Governance Committees are comprise
Slide 22: We Believe We Have Strong Corporate Governance Practices (continued)
We Believe We Have Strong Corporate Governance Practices (continued) We have majority voting for election of directors (with no “holdover” if a director fails to receive a majority vote) Although we have a “staggered” Board, under Irish law and our Constitution any director may be removed at any tim
Slide 23: Annual General Meeting Details
Annual General Meeting Details
Slide 24: We Value Your Support at our Annual General Meeting
We Value Your Support at our Annual General Meeting Our Annual General Meeting will be held on May 17, 2017 Our Board of Directors recommends that you “FOR” each of the director nominees in Proposal 1 and “FOR” each of the other Proposals 2 through 7 Your vote is important, no matter how many or how
Slide 25: Prothena
Prothena