Vanda amends bylaws with clarifications on special meetings, advance notice, and director nominations

Vanda Pharmaceuticals Inc.

Board approved amended bylaws effective October 2, 2024; changes include clarifying special meeting scope to agenda topics only.
Advance notice provisions for shareholder nominations and proposals expanded with additional disclosure requirements.
Adjournment process clarified for meetings relying on remote communication due to technical failure.
Proxy solicitation requirements and director candidate standards spelled out more explicitly.
Special board meetings may now be called by a majority of directors; officer definition narrowed to exclude non-officer title holders.

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