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 20, 2013
VANDA PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
| 001-34186 | 03-0491827 | |
| (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:
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2013 annual meeting of stockholders of Vanda Pharmaceuticals Inc. (the “Company”) held on June 20, 2013 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:
| Proposal 1: |
The election of three directors to serve as Class I directors for a term of three years until the 2016 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, 2013. | |
| Proposal 3: |
The approval on an advisory non-binding basis of the compensation of the Company’s named executive officers. | |
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 26, 2013 (the “Proxy Statement.”) Of the 28,346,782 shares of the Company’s common stock entitled to vote at the Annual Meeting, 23,883,920 shares, or approximately 84.3%, 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 three directors to serve as Class I directors until the 2016 annual meeting of stockholders. The votes regarding the election of directors were as follows:
| Director |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Michael F. Cola |
13,718,296 | 487,410 | 9,678,214 | |||||||||
| Howard H. Pien |
13,205,418 | 1,000,288 | 9,678,214 | |||||||||
| H. Thomas Watkins |
13,580,719 | 624,987 | 9,678,214 | |||||||||
| 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, 2013. The votes regarding this proposal were as follows:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 23,584,159 |
192,124 | 107,637 | 0 |
| Proposal 3: | Compensation of 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 | |||
| 11,623,920 |
414,848 | 2,166,938 | 9,678,214 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VANDA PHARMACEUTICALS INC. | ||||
| By: | /s/ JAMES P. KELLY | |||
| Name: | James P. Kelly | |||
| Title: | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | |||
Dated: June 20, 2013