VANDA PHARMACEUTICALS INC. (NASDAQ:VNDA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.
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Submission of Matters to a Vote of Security Holders. |
At the 2017 annual meeting of stockholders of Vanda
Pharmaceuticals Inc. (the Company) held on June15, 2017 (the
Annual Meeting), the following proposals were submitted to the
stockholders of the Company:
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Proposal1: |
The election of two directors to serve as ClassII directors for a term of three years until the 2020 annual meeting of stockholders. |
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Proposal2: |
The ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2017. |
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Proposal3: |
The approval on an advisory non-binding basis of the compensation of the Companys named executive officers. |
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Proposal4: |
Approve on an advisory basis the frequency of say-on-pay votes. |
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Proposal5: |
Approve the amendment and restatement of the Companys 2016 Equity Incentive Plan to, among other things, increase the aggregate number of shares authorized for issuance under the 2016 Equity Incentive Plan. |
For more information about the foregoing proposals, see the
Companys definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on April27, 2017 (the
Proxy Statement.). Of the 44,552,263 shares of the Companys
common stock entitled to vote at the Annual Meeting, 40,652,400
shares, or approximately 91.25%, were represented at the meeting
in person or by proxy, constituting a quorum. The number of votes
cast for, against or withheld, as well as abstentions and broker
non-votes, if applicable, in respect of each such matter is set
forth below:
| Proposal1: | Election of Directors. |
The Companys stockholders elected the following directors to
serve as ClassII directors until the 2020 annual meeting of
stockholders. The votes regarding the election of director were
as follows:
|
Director |
Votes For |
VotesWithheld |
BrokerNon-Votes |
|||
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Richard W. Dugan |
29,617,434 | 1,742,108 | 9,292,858 | |||
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Vincent J. Milano |
29,348,653 |
2,010,889 |
9,292,858 |
| Proposal2: | Ratification of PricewaterhouseCoopers LLP. |
The Companys stockholders ratified the selection of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017. The votes regarding this proposal were as follows:
|
Votes For |
VotesAgainst |
VotesAbstaining |
BrokerNon-Votes |
|||
|
40,498,030 |
100,930 | 53,440 |
| Proposal3: | Compensation of Named Executive Officers. |
The Companys stockholders approved on an advisory non-binding basis the
compensation paid to the Companys named executive officers, as
disclosed in the Proxy Statement. The votes regarding this
proposal were as follows:
|
Votes For |
VotesAgainst |
VotesAbstaining |
BrokerNon-Votes |
|||
|
18,355,607 |
12,980,060 |
23,875 | 9,292,858 |
| Proposal4: |
Frequency of Advisory Vote on Compensation of Named Executive Officers. |
The Companys
stockholders approved the option of holding an advisory
non-binding vote to approve the compensation of the Companys
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 |
||||
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31,190,334 |
46,964 | 110,620 | 11,624 | 9,292,858 |
In accordance with
the recommendation of the Companys Board of Directors as set
forth in the Proxy Statement, and based on the voting results for
this Proposal 5, the Companys Board of Directors determined that
an advisory vote to approve the compensation of the Companys
named executive officers will be conducted on an annual basis.
The Companys Board of Directors will reevaluate this
determination after the next stockholder advisory vote on this
matter is held.
| Proposal5: |
Approval of the Amended and Restated Vanda Pharmaceuticals Inc. 2016 Equity Incentive Plan. |
The Companys
stockholders approved the amendment and restatement of the Vanda
Pharmaceuticals Inc. 2016 Equity Incentive Plan to, among other
things, increase the number of shares authorized for issuance
thereunder. The votes regarding this proposal were as
follows:
|
Votes For |
VotesAgainst |
VotesAbstaining |
BrokerNon-Votes |
|||
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28,470,017 |
2,873,287 | 16,238 | 9,292,858 |
About VANDA PHARMACEUTICALS INC. (NASDAQ:VNDA)
Vanda Pharmaceuticals Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of pharmaceutical products for the treatment of central nervous system (CNS) disorders. The Company’s product portfolio includes HETLIOZ (tasimelteon), Fanapt (iloperidone), Tradipitant (VLY-686), Trichostatin A and AQW051. The Company offers HETLIOZ (tasimelteon) for the treatment of Non-24-Hour Sleep-Wake Disorder (Non-24). The Company offers Fanapt (iloperidone) for the treatment of schizophrenia. Additionally, its distribution partners launched Fanapt in Israel and Mexico. Tradipitant (VLY-686) is a small molecule neurokinin-1 receptor (NK-1R) antagonist, which is in clinical development for the treatment of chronic pruritus in atopic dermatitis. Trichostatin A is a small molecule histone deacetylase (HDAC) inhibitor. AQW051 is a Phase II alpha-7 nicotinic acetylcholine receptor partial agonist. It is indicated for the treatment of CNS Disorders.
