UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): May 20, 2013
Prothena Corporation plc
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
Ireland
|
|
001-35676
|
|
Not Applicable
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
650 Gateway Boulevard,
South San Francisco, California
|
|
94080
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code: (650) 837-8550
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
Effective May 20, 2013, Karin L. Walker, age 49, was appointed Controller, Chief Accounting Officer and
Head of Accounting of Prothena Corporation plc (the “Parent”). From October 2012 to May 2013, Ms. Walker was Vice President, Finance and Chief Accounting Officer of Affymax, Inc., a biopharmaceutical company. From September 2009 to
September 2012, Ms. Walker was Vice President, Finance and Corporate Controller at Amyris Inc., a biotechnology company. From June 2006 to August 2009, Ms. Walker was Vice President, Finance and Corporate Controller for CV Therapeutics, a
biopharmaceutical company. Ms. Walker also held senior financial leadership roles at companies such as Knight Ridder Digital, Accellion and Niku Corporation. Ms. Walker holds a B.S. degree in business from the California State Polytechnic
University, San Luis Obispo and is a certified public accountant (CPA).
Pursuant to Ms. Walker’s offer letter dated
April 19, 2013 with Prothena Biosciences Inc (the “Company”), an indirect wholly-owned subsidiary of the Parent, Ms. Walker will receive an annual base salary of $250,000. Ms. Walker is also eligible to receive an annual
incentive cash bonus initially targeted at 30% of her annual base salary. Annual incentive cash bonuses are intended to compensate executives for the achievement of Company goals. Cash bonuses are generally calculated as a percentage of the
applicable executive’s base salary with the size of the payment dependent on the extent to which corporate goals and individual performance objectives, as applicable, are achieved.
Additionally, pursuant to Ms. Walker’s offer letter and subject to approval by the Parent’s Compensation Committee of its
Board of Directors, the Company has agreed to grant Ms. Walker a stock option to purchase 45,000 ordinary shares of the Parent at an exercise price equal to the closing price of the Parent’s ordinary shares as listed on The NASDAQ Global
Market on the date of grant, expected to be June 3, 2013, pursuant to the Parent’s 2012 Long Term Incentive Plan. The option grant shall vest as to 25% of the shares upon the one-year anniversary of Ms. Walker’s start date with
the Company and 1/48th of the shares subject to the grant will vest on each successive month following the one-year anniversary of Ms. Walker’s start date, subject to Ms. Walker’s continued service to the Company, until vested in
full on the fourth anniversary of Ms. Walker’s start date.
Ms. Walker will also be entitled to the change of
control and severance benefits for the “Management” category of the Company’s severance and change in control policies (the “Severance Policies”), as described in the Parent’s Current Report on Form 8-K filed with the
SEC on March 8, 2013, which is incorporated by reference herein.
The foregoing descriptions of the material terms of
Ms. Walker’s offer letter are qualified in their entirety by the terms of Exhibit 10.1 to this report and are incorporated by reference herein.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d)
Exhibits
.
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
|
10.1
|
|
Offer Letter dated April 19, 2013, by and between Prothena Biosciences Inc and Karin L. Walker
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
PROTHENA CORPORATION PLC
|
|
|
|
|
|
|
Date: May 22, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Tran B. Nguyen
|
|
|
|
|
|
Name:
|
|
Tran B. Nguyen
|
|
|
|
|
|
Title:
|
|
Chief Financial Officer
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
|
10.1
|
|
Offer Letter dated April 19, 2013, by and between Prothena Biosciences Inc and Karin L. Walker
|
Exhibit 10.1
|
|
|
|
|
Karin Walker
|
|
April 19, 2013
|
Dear Karin:
I
am pleased to confirm this offer to join Prothena Biosciences Inc (“Prothena” or the “Company”). We are confident in your knowledge, expertise and judgment, and believe your performance will meet the high-quality objectives and
standards set by Prothena’s Board of Directors, Leadership and Management.
You will be employed as
Controller, Chief Accounting
Officer and Head of Accounting
, reporting to Tran Nguyen (Chief Financial Officer), although your duties, title and reporting relationship may change, based on the Company’s needs and priorities. This is a full-time, exempt position.
Your starting salary will be
$250,000.00
annually, paid twice per month. Your pay is subject to applicable taxes and withholdings.
Prothena embraces a pay-for-performance philosophy. All employees are currently eligible for an annual cash bonus under the terms of the
Company’s cash incentive plan (Prothena Biosciences Inc Incentive Compensation Plan). Cash incentive awards are determined by a number of factors, including industry competitiveness, Prothena’s business strategy, and the degree to which
Company, function and/or individual goals are met. The target bonus opportunity for your position is currently
30%
of plan year salaried-earnings. A condition to earning a cash incentive award is that an employee remains employed through the
pay date of the award, which will be not later than March 15 in the year following the conclusion of the plan year. The cash bonus plan is operated at the sole discretion of Prothena, is subject to review on a regular basis and may change from
time to time.
You will be eligible to receive an equity award of
45,000
stock options in connection with your
commencement of employment. This award is at the discretion of Prothena’s Board of Directors and is subject to its approval, the terms of the Company’s equity incentive plan (Prothena Corporation plc 2012 Long Term Incentive Plan),
and the Company’s standard equity award agreement. The Grant Date of this equity award will be the first business day of the month following the month you begin your employment with Prothena. The Exercise Price will be set as the closing price
of Prothena’s ordinary shares on the NASDAQ Global Market listing on that date. The award will vest 25% after the first year of active service from your Start Date, and monthly at a rate of 1/48
th
of the award thereafter, such that the award will fully vest after a
four-year period of continuous employment.
On the first day of the month following your Start Date of employment, you will be eligible to
participate in Prothena’s comprehensive benefits program, including the company’s health and welfare and retirement benefits plans, as well as the Prothena Biosciences Inc Severance Plan. Details about these and other applicable plans will
be provided separately.
Further information regarding onboarding requirements and/or documents needed before or after your Start Date (e.g.,
Employee Proprietary Information and Invention Assignment Agreement, Code of Conduct, I-9 completion process, direct deposit information, W-4 allowance elections) will be provided separately.
Prothena’s offer of employment is contingent upon our receiving satisfactory results from your background check and drug screening, as well as any other pre-employment testing that may be required
due to the specific nature of our industry and/or your position. Your employment is “at will.” This means that you and Prothena each has the
right to terminate the employment relationship at any time, with or without cause. Nothing in this letter should be taken as a guarantee of continued employment or a specific term of employment.
Further, all benefits and compensation provided by the Company are contingent upon your continued employment.
To accept our offer, please
sign this letter and return to Kevin Hickey by
Friday, April 26
. By signing this letter, you acknowledge that it sets out our entire agreement between the parties and supersedes all prior oral and written agreements, understandings,
commitments and practices between the parties. No amendments to this agreement may be made except in writing signed by a duly authorized representative of Prothena.
We look forward to having you join Prothena. If you have any questions, or would like additional information to help you reach a decision, please feel free to contact Kevin at (650) 278-1762.
|
|
|
Sincerely,
|
|
|
|
/s/ Dale Schenk
|
|
|
|
Dale Schenk
|
|
President and CEO
|
|
Prothena Biosciences Inc
|
ACCEPTANCE:
|
|
|
|
|
|
|
/s/ Karin Walker
|
|
|
|
April 19, 2013
|
|
Karin Walker
|
|
|
|
Date
|