PROTHENA CORP PUBLIC LTD CO — Proxy Solicitation & Information Statement 2020

Apr 24, 2020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by the Registrant	ý
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to § 240.14a-12

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PROTHENA CORPORATION PUBLIC LIMITED COMPANY

(Name of registrant as specified in its charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): — ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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o	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
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ADDITIONAL INFORMATION REGARDING

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2020

The following additional information supplements the Notice of Annual General Meeting of Shareholders to be held on May 19, 2020 (the “Annual Meeting”) and the accompanying Proxy Statement filed by Prothena Corporation plc (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2020, and subsequently made available to the Company’s shareholders in connection with the solicitation of proxies by the Company’s Board of Directors for use at the Annual Meeting scheduled to be held on Tuesday, May 19, 2020, at 4:00 p.m. local time, at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland.

This additional information is being filed with the SEC and made available to the Company’s shareholders on April 24, 2020.

THIS ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE COMPANY’S PROXY STATEMENT.

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PROTHENA CORPORATION PLC

Registered in Ireland - No. 518146

77 Sir John Rogerson’s Quay, Block C, Grand Canal Docklands, Dublin 2, D02 T804, Ireland

NOTICE OF PLANNED ADJOURNMENT TO DIFFERENT VENUE FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2019

To the Shareholders of Prothena Corporation plc:

Due to the COVID-19 pandemic and restrictions issued by governmental authorities in Ireland in response to that pandemic, and to protect the health and safety of our shareholders, directors, employees, service providers and local community, we have determined that the annual general meeting of our shareholders (the “Meeting”) scheduled to be held on Tuesday, May 19, 2020, at 4:00 p.m. local time, at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland, will be still be held on that date, but will adjourn and reconvene at the offices of the Company’s legal counsel, A&L Goodbody, North Wall Quay, IFSC, Dublin 1, Ireland, at 4:30 p.m. local time.

We value our shareholders’ attendance at and contributions to our annual general meetings. However, given the restrictions announced by the Irish Government on March 27, 2020, and April 10, 2020, to reduce the spread of COVID-19, we strongly encourage our shareholders not to seek to attend the Meeting in person. In particular, shareholders who are experiencing any COVID-19 symptoms or who have been in contact with any person experiencing any COVID-19 symptoms should not attend the Meeting. In addition, in order to comply with the latest governmental restrictions, we may refuse entry to the Meeting or institute procedures or limitations on attendees, including limiting seating, requiring health screenings or imposing other measures or requirements to enter the building where the Meeting will be held. The Meeting will be conducted swiftly and efficiently, and the venue will be promptly vacated upon completion of the Meeting.

Despite these restrictions on attending the Meeting in person, it is important that your shares be represented at the Meeting. We therefore urge you to vote your shares by proxy in advance of the Meeting by completing, signing, dating and returning your proxy card or by following the alternative procedures described in our proxy materials for voting by telephone or the internet.

By Order of the Board of Directors

/s/ Michael J. Malecek

Michael J. Malecek

Company Secretary

April 24, 2020