Vanda Pharmaceuticals Files 8-K on Shareholder Vote Matters

TL;DR

Vanda Pharma filed an 8-K about a shareholder vote on May 17th.

AI Summary

Vanda Pharmaceuticals Inc. filed an 8-K on May 20, 2024, reporting on matters submitted to a vote of security holders as of May 17, 2024. The filing indicates that the company's common stock and Series A Junior Participating Preferred Stock Purchase Rights were relevant to this vote.

Why It Matters

This filing is important for shareholders as it details matters that were put to a vote, providing transparency on corporate governance and decisions affecting their investment.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of a shareholder vote and does not appear to contain any immediate negative financial or operational news.

Key Players & Entities

• Vanda Pharmaceuticals Inc. (company) — Registrant
• May 17, 2024 (date) — Earliest event date
• May 20, 2024 (date) — Report date
• 20240520 (date) — Filing date
• 2200 Pennsylvania Avenue NW Suite 300E Washington, DC 20037 (address) — Principal executive offices
• 001-34186 (company_id) — SEC File Number
• 03-0491827 (company_id) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share VNDA The Nasdaq Global Market

Filing Documents

• vnda-20240517.htm (8-K) — 49KB
• 0001628280-24-024405.txt ( ) — 217KB
• vnda-20240517.xsd (EX-101.SCH) — 3KB
• vnda-20240517_def.xml (EX-101.DEF) — 16KB
• vnda-20240517_lab.xml (EX-101.LAB) — 28KB
• vnda-20240517_pre.xml (EX-101.PRE) — 17KB
• vnda-20240517_htm.xml (XML) — 4KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2024 annual meeting of stockholders of Vanda Pharmaceuticals Inc. (the "Company") held on May 17, 2024 (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 III directors for a term of three years until the Company's 2027 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, 2024. 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 under the 2016 Plan. 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 29, 2024 (the "Proxy Statement"). Of the 58,197,773 shares of the Company's common stock entitled to vote at the Annual Meeting, 47,976,290 shares, or approximately 82.4% 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 III directors until the Company's 2027 annual meeting of stockholders. The votes regarding the election of directors were as follows: Director Votes For Votes Against Votes Abstaining Broker Non-Votes Mihael H. Polymeropoulos, M.D. 33,976,239 8,943,623 133

SIGNATURES

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: May 20, 2024 VANDA PHARMACEUTICALS INC. By: /s/ Timothy Williams Name: Timothy Williams Title: Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR