Vanda Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$VNDA
Biotechnology: Pharmaceutical Preparations
Health Care
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): June 5, 2025
(Exact name of Registrant as specified in its charter)
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. | |||||||
At the 2025 annual meeting of stockholders of Vanda Pharmaceuticals Inc. (the “Company”) held on June 5, 2025 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:
Proposal 1: The election of two directors to serve as Class I directors for a term of three years until the Company’s 2028 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, 2025.
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 (i) increase the aggregate number of shares authorized for issuance thereunder and (ii) eliminate its term.
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 25, 2025 (the “Proxy Statement”). Of the 58,933,982 shares of the Company’s common stock entitled to vote at the Annual Meeting, 46,577,816 shares, or approximately 79.0% 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 I directors until the Company’s 2028 annual meeting of stockholders. The votes regarding the election of directors were as follows:
| Director | Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||||||||||||||||||||||
| Stephen Ray Mitchell, M.D. | 31,519,780 | 7,333,042 | 59,452 | 7,665,542 | ||||||||||||||||||||||
| Tage Honoré, Ph.D., D.Sc. | 31,262,409 | 7,517,197 | 132,668 | 7,665,542 | ||||||||||||||||||||||
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, 2025. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | ||||||||||||
| 43,789,787 | 2,328,759 | 459,270 | ||||||||||||
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 | |||||||||||||||||
| 28,585,892 | 10,084,117 | 242,265 | 7,665,542 | |||||||||||||||||
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 | |||||||||||||||||
| 33,044,650 | 5,734,142 | 133,482 | 7,665,542 | |||||||||||||||||
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.
| Dated: | June 5, 2025 | VANDA PHARMACEUTICALS INC. | |||||||||||||||
| By: | /s/ Timothy Williams | ||||||||||||||||
| Name: | Timothy Williams | ||||||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | ||||||||||||||||