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Compiled from SEC Form N-PX filings and VANDA PHARMACEUTICALS INC.’s Form 8-K, filed June 5, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of June 5, 2025: 5 items on VANDA PHARMACEUTICALS INC.’s Form 8-K, filed June 5, 2025: 2 elected · 3 approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Explore VANDA PHARMACEUTICALS INC. in the interactive database Compare manager voting policies
These tallies are VANDA PHARMACEUTICALS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 5, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Stephen Ray Mitchell, M.D. | 31,519,780 | 7,333,042 | 59,452 | -- | 7,665,542 | 81% | Elected | — |
| Elect Director: Tage Honoré, Ph.D., D.Sc. | 31,262,409 | 7,517,197 | 132,668 | -- | 7,665,542 | 81% | Elected | — |
| 2. Ratification of Selection of PricewaterhouseCoopers LLP | 43,789,787 | 2,328,759 | 459,270 | -- | -- | 95% | Approved | — |
| 3. Advisory Vote on Named Executive Officer Compensation | 28,585,892 | 10,084,117 | 242,265 | -- | 7,665,542 | 74% | Approved | — |
| 4. Amendment to the Company's 2016 Plan | 33,044,650 | 5,734,142 | 133,482 | -- | 7,665,542 | 85% | Approved | — |
Source: VANDA PHARMACEUTICALS INC., Form 8-K, filed with the SEC on June 5, 2025 — read the filing on EDGAR.
Each item below shows how the 161 asset managers that disclosed a VANDA PHARMACEUTICALS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 4 wordings of this item as funds reported it.
81% Majority: yes · of votes cast
Description as filed by funds: To elect two Class I Directors: Stephen Ray Mitchell, M.D.
VANDA PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Stephen Ray Mitchell, M.D.”): 31,519,780 for, 7,333,042 against, per its Form 8-K filed June 5, 2025 (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 I directors until the Company's 2028 annual meeting of stockholders.”
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 13,030,732 for, 1,566,684 against, 23,072 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,662,761 | 0 | 0 | 0 | For |
| Vanguard | 3,485,431 | 0 | 0 | 0 | For |
| Fidelity | 1,871,516 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,409,419 | 0 | 0 | Against |
| Federated Hermes | 678,714 | 0 | 0 | 0 | For |
| Charles Schwab | 478,792 | 0 | 0 | 0 | For |
| TIAA | 439,125 | 0 | 0 | 0 | For |
| Goldman Sachs | 331,370 | 0 | 0 | 0 | For |
| American Century | 264,435 | 0 | 0 | 0 | For |
| Equitable | 104,429 | 104,243 | 0 | 0 | Mixed |
| MFS | 179,775 | 0 | 0 | 0 | For |
| SEI | 162,933 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 161,992 | 0 | 0 | 0 | For |
| Nationwide | 130,303 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 125,700 | 0 | 0 | 0 | For |
| Prudential/PGIM | 116,077 | 8,257 | 0 | 0 | Mixed |
| MASTER INVESTMENT PORTFOLIO | 98,107 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 93,325 | 0 | 0 | 0 | For |
| Lincoln Financial | 75,367 | 8,874 | 0 | 0 | Mixed |
| State Street | 57,037 | 0 | 0 | 0 | For |
| SEI Exchange Traded Funds | 50,088 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 41,993 | 0 | 0 | 0 | For |
| Brighthouse | 18,910 | 0 | 23,072 | 0 | Mixed |
| Pacific Life | 37,688 | 0 | 0 | 0 | For |
| Capitol Series Trust | 36,245 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 7 wordings of this item as funds reported it.
81% Majority: yes · of votes cast
Description as filed by funds: To elect two Class I Directors: Tage Honore, Ph.D., D.Sc.
VANDA PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Tage Honoré, Ph.D., D.Sc.”): 31,262,409 for, 7,517,197 against, per its Form 8-K filed June 5, 2025 (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 I directors until the Company's 2028 annual meeting of stockholders.”
Support: 81% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 12,353,925 for, 2,243,491 against, 23,072 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,662,761 | 0 | 0 | 0 | For |
| Vanguard | 3,485,431 | 0 | 0 | 0 | For |
| Fidelity | 1,871,516 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,409,419 | 0 | 0 | Against |
| Federated Hermes | 0 | 678,714 | 0 | 0 | Against |
| Charles Schwab | 478,792 | 0 | 0 | 0 | For |
| TIAA | 439,125 | 0 | 0 | 0 | For |
| Goldman Sachs | 331,370 | 0 | 0 | 0 | For |
| American Century | 264,435 | 0 | 0 | 0 | For |
| Equitable | 104,429 | 104,243 | 0 | 0 | Mixed |
| MFS | 179,775 | 0 | 0 | 0 | For |
| SEI | 162,933 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 161,992 | 0 | 0 | 0 | For |
| Nationwide | 130,303 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 125,700 | 0 | 0 | 0 | For |
| Prudential/PGIM | 116,077 | 8,257 | 0 | 0 | Mixed |
| MASTER INVESTMENT PORTFOLIO | 98,107 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 93,325 | 0 | 0 | 0 | For |
| Lincoln Financial | 75,367 | 8,874 | 0 | 0 | Mixed |
| State Street | 57,037 | 0 | 0 | 0 | For |
| SEI Exchange Traded Funds | 50,088 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 41,993 | 0 | 0 | 0 | For |
| Brighthouse | 18,910 | 0 | 23,072 | 0 | Mixed |
| Pacific Life | 37,688 | 0 | 0 | 0 | For |
| Capitol Series Trust | 36,245 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Combines 2 wordings of this item as funds reported it.
85% Approved · of votes cast
Description as filed by funds: TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN, AS AMENDED TO (I) INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER AND (II) ELIMINATE ITS TERM.
VANDA PHARMACEUTICALS INC.’s own tally for this item (“4. Amendment to the Company's 2016 Plan”): 33,044,650 for, 5,734,142 against — passed, per its Form 8-K filed June 5, 2025 (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: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Also reported under other wordings, matched to the same row of VANDA PHARMACEUTICALS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (2 managers, 32,869 for, 8,199 against).
The 55 asset managers below reported 13,424,736 for, 1,138,136 against, 23,072 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,662,761 | 0 | 0 | 0 | For |
| Vanguard | 3,485,431 | 0 | 0 | 0 | For |
| Fidelity | 1,871,516 | 0 | 0 | 0 | For |
| Dimensional | 1,409,419 | 0 | 0 | 0 | For |
| Federated Hermes | 0 | 678,714 | 0 | 0 | Against |
| Charles Schwab | 478,792 | 0 | 0 | 0 | For |
| TIAA | 439,125 | 0 | 0 | 0 | For |
| Goldman Sachs | 331,370 | 0 | 0 | 0 | For |
| American Century | 0 | 264,435 | 0 | 0 | Against |
| Equitable | 208,672 | 0 | 0 | 0 | For |
| MFS | 0 | 179,775 | 0 | 0 | Against |
| SEI | 162,933 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 161,992 | 0 | 0 | 0 | For |
| Nationwide | 130,303 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 125,700 | 0 | 0 | 0 | For |
| Prudential/PGIM | 124,334 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 98,107 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 93,325 | 0 | 0 | 0 | For |
| Lincoln Financial | 84,241 | 0 | 0 | 0 | For |
| State Street | 57,030 | 7 | 0 | 0 | For |
| SEI Exchange Traded Funds | 50,088 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 41,993 | 0 | 0 | 0 | For |
| Brighthouse | 18,910 | 0 | 23,072 | 0 | Mixed |
| Pacific Life | 26,764 | 10,924 | 0 | 0 | Mixed |
| Capitol Series Trust | 36,245 | 0 | 0 | 0 | For |
Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.
Combines 4 wordings of this item as funds reported it.
74% Approved · of votes cast
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”): 28,585,892 for, 10,084,117 against — passed, per its Form 8-K filed June 5, 2025 (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: 74% 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,662,761 | 0 | 0 | 0 | For |
| Vanguard | 3,485,431 | 0 | 0 | 0 | For |
| Fidelity | 1,871,516 | 0 | 0 | 0 | For |
| Dimensional | 0 | 1,409,419 | 0 | 0 | Against |
| Federated Hermes | 0 | 678,714 | 0 | 0 | Against |
| Charles Schwab | 478,792 | 0 | 0 | 0 | For |
| TIAA | 439,125 | 0 | 0 | 0 | For |
| Goldman Sachs | 331,370 | 0 | 0 | 0 | For |
| American Century | 264,435 | 0 | 0 | 0 | For |
| Equitable | 208,672 | 0 | 0 | 0 | For |
| MFS | 179,775 | 0 | 0 | 0 | For |
| SEI | 0 | 162,933 | 0 | 0 | Against |
| Columbia Threadneedle | 161,992 | 0 | 0 | 0 | For |
| Nationwide | 130,303 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 125,700 | 0 | 0 | 0 | For |
| Prudential/PGIM | 0 | 124,334 | 0 | 0 | Against |
| MASTER INVESTMENT PORTFOLIO | 98,107 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 93,325 | 0 | 0 | 0 | For |
| Lincoln Financial | 75,367 | 8,874 | 0 | 0 | Mixed |
| State Street | 57,030 | 7 | 0 | 0 | For |
| SEI Exchange Traded Funds | 0 | 50,088 | 0 | 0 | Against |
| ALPS ETF Trust | 41,993 | 0 | 0 | 0 | For |
| Brighthouse | 18,910 | 0 | 23,072 | 0 | Mixed |
| Pacific Life | 37,688 | 0 | 0 | 0 | For |
| Capitol Series Trust | 36,245 | 0 | 0 | 0 | For |
Fund voting reports, all 56 managers: 12,087,499 for, 2,510,291 against, 23,072 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 4,134,684 | 406 | 0 | 0 | For |
| Renaissance | 3,397,774 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 1,675,963 | 0 | 0 | 0 | For |
| State Street | 1,049,425 | 3,474 | 0 | 0 | For |
| Federated Hermes | 0 | 701,805 | 0 | 0 | Against |
| Prudential/PGIM | 0 | 685,425 | 0 | 0 | Against |
| Charles Schwab | 479,051 | 0 | 0 | 0 | For |
| Connor, Clark & Lunn Investment Management Ltd. | 477,255 | 0 | 0 | 0 | For |
| Nuveen | 440,561 | 0 | 0 | 0 | For |
| Northern Trust | 428,330 | 2,740 | 0 | 0 | For |
| Allianz | 0 | 414,809 | 0 | 0 | Against |
| Monaco Asset Management SAM | 0 | 325,000 | 0 | 0 | Against |
| American Century | 278,050 | 0 | 0 | 0 | For |
| Dimensional | 0 | 276,173 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 247,850 | 0 | 0 | Against |
| KENNEDY CAPITAL MANAGEMENT LLC | 220,387 | 0 | 0 | 0 | For |
| SEI | 0 | 215,537 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 0 | 214,858 | 0 | 0 | Against |
| Wellington | 0 | 193,436 | 0 | 0 | Against |
| DE Shaw | 189,955 | 0 | 0 | 0 | For |
| STATE OF WISCONSIN INVESTMENT BOARD | 186,993 | 0 | 0 | 0 | For |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 179,775 | 0 | 0 | 0 | For |
| Fidelity | 156,708 | 0 | 0 | 0 | For |
| Universal-Investment-Gesellschaft mbH | 0 | 151,847 | 0 | 0 | Against |
| Two Sigma | 141,594 | 0 | 0 | 0 | For |
Institutional-manager reports, all 125 managers: 14,759,815 for, 3,666,720 against. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
95% Approved · of votes cast
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, 2025.
VANDA PHARMACEUTICALS INC.’s own tally for this item (“2. Ratification of Selection of PricewaterhouseCoopers LLP”): 43,789,787 for, 2,328,759 against — passed, per its Form 8-K filed June 5, 2025 (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, 2025.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 56 asset managers below reported 14,595,920 for, 1,496 against, 23,072 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 3,662,761 | 0 | 0 | 0 | For |
| Vanguard | 3,485,431 | 0 | 0 | 0 | For |
| Fidelity | 1,871,516 | 0 | 0 | 0 | For |
| Dimensional | 1,409,419 | 0 | 0 | 0 | For |
| Federated Hermes | 678,714 | 0 | 0 | 0 | For |
| Charles Schwab | 478,792 | 0 | 0 | 0 | For |
| TIAA | 439,125 | 0 | 0 | 0 | For |
| Goldman Sachs | 331,370 | 0 | 0 | 0 | For |
| American Century | 264,435 | 0 | 0 | 0 | For |
| Equitable | 208,672 | 0 | 0 | 0 | For |
| MFS | 179,775 | 0 | 0 | 0 | For |
| SEI | 162,933 | 0 | 0 | 0 | For |
| Columbia Threadneedle | 161,992 | 0 | 0 | 0 | For |
| Nationwide | 130,303 | 0 | 0 | 0 | For |
| BRIDGEWAY FUNDS INC | 125,700 | 0 | 0 | 0 | For |
| Prudential/PGIM | 124,334 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 98,107 | 0 | 0 | 0 | For |
| QUANTITATIVE MASTER SERIES LLC | 93,325 | 0 | 0 | 0 | For |
| Lincoln Financial | 84,241 | 0 | 0 | 0 | For |
| State Street | 57,030 | 7 | 0 | 0 | For |
| SEI Exchange Traded Funds | 50,088 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 41,993 | 0 | 0 | 0 | For |
| Brighthouse | 18,910 | 0 | 23,072 | 0 | Mixed |
| Pacific Life | 37,688 | 0 | 0 | 0 | For |
| Capitol Series Trust | 36,245 | 0 | 0 | 0 | For |
Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 58,933,982 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 6.22% |
| 2 | Vanguard | 5.91% |
| 3 | Fidelity | 3.18% |
| 4 | Dimensional | 2.39% |
| 5 | Federated Hermes | 1.15% |
| 6 | Charles Schwab | 0.81% |
| 7 | TIAA | 0.75% |
| 8 | Goldman Sachs | 0.56% |
| 9 | American Century | 0.45% |
| 10 | Equitable | 0.35% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 7.02% |
| 2 | Renaissance | 5.77% |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 2.84% |
| 4 | State Street | 1.79% |
| 5 | Federated Hermes | 1.19% |
| 6 | Prudential/PGIM | 1.16% |
| 7 | Charles Schwab | 0.81% |
| 8 | Connor, Clark & Lunn Investment Management Ltd. | 0.81% |
| 9 | Nuveen | 0.75% |
| 10 | Northern Trust | 0.73% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock, Inc. | 7.97% | DEF14A |
| Renaissance Technologies LLC | 6.25% | DEF14A |
| The Vanguard Group | 5.86% | DEF14A |
| Mihael H. Polymeropoulos, M.D. | 5.00% | DEF14A |
| Dimensional Fund Advisors | 4.31% | 13F |
| BlackRock Portfolio Management LLC | 4.26% | 13G |
| Millennium Management LLC | 2.85% | 13G |
| Geode Capital | 2.74% | 13F |
| State Street | 2.13% | 13F |
| Morgan Stanley | 1.56% | 13F |
Percentages above are of 58,933,982 shares outstanding, as reported by VANDA PHARMACEUTICALS INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VANDA PHARMACEUTICALS INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At VANDA PHARMACEUTICALS INC.'s shareholder meeting held June 5, 2025, in the 2024-2025 proxy season, 161 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,009 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory basis, the Company's named executive officer compensation. — VANDA PHARMACEUTICALS INC.'s filing reports the proposal as approved, with 74% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: VANDA PHARMACEUTICALS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 5, 2025.
VANDA PHARMACEUTICALS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.
Download data (CSV): ballot items · votes by manager · column guide.