Vanda Pharmaceuticals Inc.

06/05/2026 | Press release | Distributed by Public on 06/05/2026 14:38

Proxy Results (Form 8-K)

Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the 2026 annual meeting of stockholders of Vanda Pharmaceuticals Inc. (the "Company") held on June 4, 2026 (the "Annual Meeting"), the following proposals were submitted to the stockholders of the Company:
Proposal 1: The election of three directors to serve as Class II directors for a term of three years until the Company's 2029 annual meeting of stockholders.
Proposal 2: The ratification of the selection, by the Audit Committee of the Company's Board of Directors (the "Board"), of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal 3: The approval on an advisory, non-binding basis of the compensation of the Company's named executive officers.
Proposal 4: The approval of an amendment to the Company's Amended and Restated 2016 Equity Incentive Plan, as amended (the "2016 Plan"), to increase the aggregate number of shares authorized for issuance thereunder.
For more information about the foregoing proposals, see the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2026 (the "Proxy Statement"). Of the 60,135,062 shares of the Company's common stock entitled to vote at the Annual Meeting, 48,509,906 shares, or approximately 80.7% were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company's stockholders elected the following directors to serve as Class II directors until the Company's 2029 annual meeting of stockholders. The votes regarding the election of directors were as follows:
Director Votes For Votes Against Votes Abstaining Broker Non-Votes
Richard W. Dugan 33,029,049 5,417,322 46,718 10,016,817
Charles C. Duncan, Ph.D. 35,780,031 2,664,889 48,169 10,016,817
Anne Sempowski Ward 33,897,782 4,543,488 51,819 10,016,817
Proposal 2: Ratification of Selection of PricewaterhouseCoopers LLP.
The Company's stockholders ratified the selection, by the Audit Committee of the Board, of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:
Votes For Votes Against Votes Abstaining
48,103,698 340,513 65,695
Proposal 3: Advisory Vote on Named Executive Officer Compensation.
The Company's stockholders approved on an advisory, non-binding basis the compensation paid to the Company's named executive officers, as disclosed in the Proxy Statement. The votes regarding this proposal were as follows:
Votes For Votes Against Votes Abstaining Broker Non-Votes
35,242,659 3,167,243 83,187 10,016,817
Proposal 4: Amendment to the Company's 2016 Plan.
The Company's stockholders approved an amendment to the 2016 Plan to increase the aggregate number of shares authorized for issuance under the 2016 Plan. The votes regarding this proposal were as follows:
Votes For Votes Against Votes Abstaining Broker Non-Votes
31,729,991 6,685,078 78,020 10,016,817
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