--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-021539" form_type: "8-K" ticker: "VNDA" cik: "0001347178" company_name: "Vanda Pharmaceuticals Inc." filed_at: "2023-06-08T23:59:59+00:00" generated_at: "2026-06-14T04:48:50.454155+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.1 calibrated_materiality_score: 0.1 confidence: "high" source: SEC EDGAR --- # Vanda shareholders elect directors, ratify auditor, approve say-on-pay and equity plan amendment at 2023 annual meeting ## Summary - Re-elected Richard W. Dugan (43.4M for) and Anne Sempowski Ward (47.1M for) as Class II directors. - Ratified PricewaterhouseCoopers LLP as independent auditor for FY2023 with 52.0M votes for. - Approved non-binding advisory vote on named executive officer compensation with 47.0M votes for. - Set future say-on-pay frequency to once every 1 year (44.6M votes for 1 year). - Approved amendment to 2016 Equity Incentive Plan to increase authorized shares (43.7M for). ## SEC filing metadata - accession: 0001628280-23-021539 - form_type: 8-K - ticker: VNDA - cik: 0001347178 - company_name: Vanda Pharmaceuticals Inc. - filed_at: 2023-06-08T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.1 - calibrated_materiality_score: 0.1 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1347178/000162828023021539/0001628280-23-021539-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1347178/000162828023021539/vnda-20230608.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-021539 - JSON: https://secwatch.observer/filing/0001628280-23-021539.json - Plain text: https://secwatch.observer/filing/0001628280-23-021539.txt ## Key facts - Shareholder Votes Vanda Pharmaceuticals Inc. shareholders approved Election of two Class II directors for a term of three years until the 2026 annual meeting at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 1: Election of Directors. The Company’s stockholders elected the following directors to serve as Class II directors until the 2026 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 43,447,760 5,253,100 8,893 3,907,048 Anne Sempowski Ward 47,111,880 1,589,271 8,602 3,907,048 evidence_url: https://www.sec.gov/Archives/edgar/data/1347178/000162828023021539/0001628280-23-021539-index.htm - Shareholder Votes Vanda Pharmaceuticals Inc. shareholders approved Amendment to Amended and Restated 2016 Equity Incentive Plan to increase authorized shares at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 5: Amendment to the Company’s Amended and Restated 2016 Equity Incentive Plan. The Company’s stockholders approved an amendment to the Company’s Amended and Restated 2016 Equity Incentive Plan to increase the aggregate number of shares authorized for issuance under the Amended and Restated 2016 Equity Incentive Plan. The votes regarding this proposal were as follows: Votes For Votes Against Votes Abstaining Broker Non-Votes 43,677,992 5,025,559 6,202 3,907,048 evidence_url: https://www.sec.gov/Archives/edgar/data/1347178/000162828023021539/0001628280-23-021539-index.htm - Shareholder Votes Vanda Pharmaceuticals Inc. shareholders approved Advisory approval of named executive officer compensation at the 2023-06-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-08 source text: 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 47,007,380 1,536,842 165,531 3,907,048 evidence_url: https://www.sec.gov/Archives/edgar/data/1347178/000162828023021539/0001628280-23-021539-index.htm - Shareholder Votes Vanda Pharmaceuticals Inc. shareholders approved Frequency of future advisory votes on named executive officer compensation (1 year preferred) at the 2023-06-08 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 4: Frequency of Future Advisory Votes on Named Executive Officer Compensation. The Company’s stockholders approved the option of holding an advisory non-binding vote to approve the compensation of the Company’s named executive officers once every “1 Year.” The votes regarding this proposal were as follows: 1 Year 2 Years 3 Years Votes Abstaining Broker Non-Votes 44,614,824 154,140 3,934,630 6,159 3,907,048 evidence_url: https://www.sec.gov/Archives/edgar/data/1347178/000162828023021539/0001628280-23-021539-index.htm - Shareholder Votes Vanda Pharmaceuticals Inc. shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-06-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-08 source text: Proposal 2: Ratification of Selection of PricewaterhouseCoopers LLP. The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows: Votes For Votes Against Votes Abstaining 52,035,525 566,066 15,210 evidence_url: https://www.sec.gov/Archives/edgar/data/1347178/000162828023021539/0001628280-23-021539-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.