Vanda Pharmaceuticals Inc. 2025-2026 Proxy Voting Records

Description as filed by funds: To elect three Class II Directors: Richard W. Dugan

Vanda Pharmaceuticals Inc.’s own tally for this item (“Elect Director: Richard W. Dugan”): 33,029,049 for, 5,417,322 against, per its Form 8-K filed June 5, 2026 (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 II directors until the Company's 2029 annual meeting of stockholders.”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 13,114,815 for, 691,699 against, 3,390 abstained.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Description as filed by funds: To elect three Class II Directors: Charles C. Duncan, Ph.D.

Vanda Pharmaceuticals Inc.’s own tally for this item (“Elect Director: Charles C. Duncan, Ph.D.”): 35,780,031 for, 2,664,889 against, per its Form 8-K filed June 5, 2026 (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 II directors until the Company's 2029 annual meeting of stockholders.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 13,805,983 for, 531 against, 3,390 abstained.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Description as filed by funds: To elect three Class II Directors: Anne Sempowski Ward

Vanda Pharmaceuticals Inc.’s own tally for this item (“Elect Director: Anne Sempowski Ward”): 33,897,782 for, 4,543,488 against, per its Form 8-K filed June 5, 2026 (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 II directors until the Company's 2029 annual meeting of stockholders.”
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 13,257,355 for, 549,159 against, 3,390 abstained.

Showing the 25 largest of 60 asset managers. See all 60 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 TO INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER.

Vanda Pharmaceuticals Inc.’s own tally for this item (“4. Amendment to the Company's 2016 Plan”): 31,729,991 for, 6,685,078 against — passed, per its Form 8-K filed June 5, 2026 (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: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 11,201,691 for, 2,604,822 against, 3,390 abstained.

Showing the 25 largest of 60 asset managers. See all 60 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”): 35,242,659 for, 3,167,243 against — passed, per its Form 8-K filed June 5, 2026 (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: 92% 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 60 managers: 13,652,956 for, 153,558 against, 3,390 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 134 managers: 21,607,976 for, 730,828 against. 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, 2026.

Vanda Pharmaceuticals Inc.’s own tally for this item (“2. Ratification of Selection of PricewaterhouseCoopers LLP”): 48,103,698 for, 340,513 against — passed, per its Form 8-K filed June 5, 2026 (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, 2026.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 60 asset managers below reported 13,803,457 for, 3,057 against, 3,390 abstained.

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.