VANDA PHARMACEUTICALS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect two Class III Directors: Mihael H. Polymeropoulos, M.D.

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Mihael H. Polymeropoulos, M.D.”): 33,976,239 for, 8,943,623 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's stockholders elected the following directors to serve as Class III directors until the Company's 2027 annual meeting of stockholders.”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 64 asset managers below reported 13,272,533 for, 1,588,593 against.

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

Description as filed by funds: To elect two Class III Directors: Phaedra S. Chrousos

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Phaedra S. Chrousos”): 20,071,828 for, 22,780,322 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 46.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 64 asset managers below reported 10,547,952 for, 4,313,174 against.

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

Description as filed by funds: To approve 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.

VANDA PHARMACEUTICALS INC.’s own tally for this item (“4. Amendment to the 2016 Plan”): 34,411,032 for, 8,565,705 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 65 asset managers below reported 13,504,770 for, 1,356,356 against.

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

Description as filed by funds: TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

VANDA PHARMACEUTICALS INC.’s own tally for this item (“3. Advisory Vote on Named Executive Officer Compensation”): 33,515,119 for, 9,093,168 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 79% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 64 managers: 13,928,619 for, 932,507 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 129 managers: 20,907,994 for, 2,877,525 against, 354,500 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the selection, by the Audit Committee of the Company's Board of Directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024.

VANDA PHARMACEUTICALS INC.’s own tally for this item (“2. Ratification of Selection of PricewaterhouseCoopers LLP”): 44,750,588 for, 1,739,295 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2024.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 64 asset managers below reported 14,655,976 for, 205,150 against.

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.