PROTHENA CORP PUBLIC LTD CO 8-K

What Happened
Prothena Corporation plc filed an 8-K reporting the results of its annual general meeting of shareholders held on May 14, 2026 (Proxy Statement filed March 27, 2026). Shareholders re-elected two directors, ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026 (non‑binding), and approved the company’s named executive officer compensation in an advisory vote. The Board was authorized, in a binding vote, to approve the remuneration of KPMG through the Audit Committee.

Key Details

• Directors re-elected to serve until no later than the 2029 annual meeting:
  • Shane M. Cooke: For 22,720,769; Against 11,923,467; Abstain 9,139; Broker non-votes 7,374,142.
  • Dennis J. Selkoe: For 25,226,560; Against 9,420,544; Abstain 6,271; Broker non-votes 7,374,142.
• Auditor ratification (non-binding): KPMG LLP ratified as independent registered public accounting firm for year ending Dec 31, 2026 — For 41,931,718; Against 82,815; Abstain 12,984.
• Executive compensation (advisory/non-binding) approved: For 32,303,076; Against 1,145,400; Abstain 1,204,899; Broker non-votes 7,374,142.

Why It Matters
These votes signal shareholder support for the current board slate and the company’s executive pay program. Ratification of KPMG as auditor (and a binding vote authorizing the Board/Audit Committee to set the auditor’s pay) affects who will audit Prothena’s 2026 financial statements and who sets that auditor’s compensation. Advisory (non‑binding) votes on pay do not change contracts by themselves but provide clear shareholder feedback that the board will consider when making governance and compensation decisions.