8-K
false 0001347178 0001347178 2020-06-11 2020-06-11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2020

 

VANDA PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

  

001-34186

  

03-0491827

(State or other jurisdiction

of incorporation)

  

(Commission

File No.)

  

(IRS Employer

Identification No.)

2200 Pennsylvania Avenue NW

Suite 300E

Washington, DC 20037

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (202) 734-3400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

  

VNDA

  

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2020 annual meeting of stockholders of Vanda Pharmaceuticals Inc. (the “Company”) held on June 11, 2020 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:

Proposal 1:

 

The election of two directors to serve as Class II directors for a term of three years until the 2023 annual meeting of stockholders.

     

Proposal 2:

 

The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

     

Proposal 3:

 

The approval on an advisory non-binding basis of the compensation of the Company’s named executive officers.

     

Proposal 4:

 

The approval of an amendment and restatement of the Company’s amended and restated 2016 Equity Incentive Plan to, among other things, increase the aggregate number of shares authorized for issuance under the amended and restated 2016 Equity Incentive Plan.

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2020 (the “Proxy Statement”). Of the 54,242,617 shares of the Company’s common stock entitled to vote at the Annual Meeting, 47,150,652 shares, or approximately 86.9% 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:

Proposal 1:    Election of Directors.

The Company’s stockholders elected the following directors to serve as a Class II directors until the 2023 annual meeting of stockholders. The votes regarding the election of director were as follows:

Director

 

Votes For

 

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

Richard W. Dugan

 

33,933,097

  

6,087,097

  

27,566

  

7,102,892

Anne Sempowski Ward

 

34,634,332

  

5,385,932

  

27,496

  

7,102,892

Proposal 2:    Ratification 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, 2020. The votes regarding this proposal were as follows:

Votes For

 

Votes Against

   

Votes Abstaining

 

46,912,165

    

208,575

      

29,912

  

Proposal 3:    Compensation of Named Executive Officers.

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

33,835,633

  

6,175,328

  

36,799

  

7,102,892

In accordance with the recommendation of the Company’s Board of Directors as set forth in the Proxy Statement, and based on the voting results for this Proposal 3, the Company’s Board of Directors determined that an advisory vote to approve the compensation of the Company’s named executive officers will be conducted on an annual basis. The Company’s Board of Directors will reevaluate this determination after the next stockholder advisory vote on this matter is held.

Proposal 4:    Amendment and Restatement of the Company’s Amended and Restated 2016 Equity Incentive Plan.

The Company’s stockholders approved an amendment and restatement of the Company’s amended and restated 2016 Equity Incentive Plan to, among other things, 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

  

32,673,435

    

7,347,270

      

27,055

      

7,102,892

  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 11, 2020

 

 

VANDA PHARMACEUTICALS INC.

             

 

 

By:

 

/s/ Timothy Williams

 

 

Name:

 

Timothy Williams

 

 

Title:

 

Senior Vice President, General Counsel and Secretary

v3.20.1
Document and Entity Information
Jun. 11, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001347178
Document Type 8-K
Document Period End Date Jun. 11, 2020
Entity Registrant Name VANDA PHARMACEUTICALS INC.
Entity Incorporation State Country Code DE
Entity File Number 001-34186
Entity Tax Identification Number 03-0491827
Entity Address, Address Line One 2200 Pennsylvania Avenue NW
Entity Address, Address Line Two Suite 300E
Entity Address, City or Town Washington
Entity Address, State or Province DC
Entity Address, Postal Zip Code 20037
City Area Code (202)
Local Phone Number 734-3400
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol VNDA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false