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VANDA PHARMACEUTICALS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and VANDA PHARMACEUTICALS INC.’s Form 8-K, filed 2024-05-20 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 5Ballot items
  • 170Asset managers
  • 1,086Fund votes
  • 2024-05-17Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore VANDA PHARMACEUTICALS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by VANDA PHARMACEUTICALS INC.

These tallies are VANDA PHARMACEUTICALS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-20 (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.

VANDA PHARMACEUTICALS INC. — official shareholder meeting results, meeting held 2024-05-17
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Mihael H. Polymeropoulos, M.D. 33,976,2398,943,623133,346 --4,923,082 Majority: yes
Elect Director: Phaedra S. Chrousos 20,071,82822,780,322201,058 --4,923,082 Majority: no
Proposal 2: Ratification of Selection of PricewaterhouseCoopers LLP 44,750,5881,739,2951,486,407 ---- Majority: yes
Proposal 3: Advisory Vote on Named Executive Officer Compensation 33,515,1199,093,168444,921 --4,923,082 Majority: yes
Proposal 4: Amendment to the 2016 Plan 34,411,0328,565,70576,471 --4,923,082 Majority: yes

Source: VANDA PHARMACEUTICALS INC., Form 8-K, filed with the SEC on 2024-05-20 — read the filing on EDGAR.

How asset managers voted at the VANDA PHARMACEUTICALS INC. 2023-2024 meeting

Each item below shows how the 170 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.

1. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

79% Majority: yes · of votes cast

FOR 79%AGAINST 21%
FOR: 33,515,119AGAINST: 9,093,168

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Proposal 3: Advisory Vote on Named Executive Officer Compensation”): 33,515,119 for, 9,093,168 against, per its Form 8-K filed 2024-05-20 (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. Of all 58,196,523 outstanding shares: 58% for, 16% against (73% of the company cast a for/against vote).

The 170 asset managers below cast 90% of the shares they voted on this item FOR (34,830,637 for, 3,810,032 against).

FOR 89%10%
FOR: 34,830,637 (89.3%)AGAINST: 3,810,032 (9.8%)ABSTAIN: 354,500 (0.9%)
Largest asset managers voting on “TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.” at VANDA PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock6,651,078170 00For
Vanguard3,414,0690 00For
Renaissance3,005,4770 00For
Dimensional1,562,9670 00For
Fidelity1,532,2420 00For
Federated Hermes1,362,5433,290 00For
DE Shaw1,362,8460 00For
Charles Schwab1,337,7220 00For
TANG CAPITAL MANAGEMENT LLC01,282,341 00Against
GEODE CAPITAL MANAGEMENT, LLC1,272,8230 00For
ACADIAN ASSET MANAGEMENT LLC1,254,7780 00For
State Street1,156,2324,744 00For
Prudential/PGIM1,108,00712,400 00For
SEI1,030,9690 00For
JACOBS LEVY EQUITY MANAGEMENT, INC899,1840 00For
Nantahala Capital Management, LLC808,3980 00For
Invesco0639,911 00Against
Ensign Peak Advisors, Inc602,7880 00For
American Century0504,776 00Against
Northern Trust474,3992,847 00For
Connor, Clark & Lunn Investment Management Ltd.441,1520 00For
Victory Capital433,4340 00For
Wellington390,7370 00For
Goldman Sachs378,1630 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC0355,100 00Against

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

2. To approve an amendment to the Company's amended and restated 2016 Equity Incentive Plan, as amended (the "2016 Plan"), to increase the aggregate number of shares authorized for issuance under the 2016 Plan.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

80% Majority: yes · of votes cast

FOR 80%AGAINST 20%
FOR: 34,411,032AGAINST: 8,565,705

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Proposal 4: Amendment to the 2016 Plan”): 34,411,032 for, 8,565,705 against, per its Form 8-K filed 2024-05-20 (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. Of all 58,196,523 outstanding shares: 59% for, 15% against (74% of the company cast a for/against vote).

The 65 asset managers below cast 91% of the shares they voted on this item FOR (13,504,770 for, 1,356,356 against).

FOR 91%9%
FOR: 13,504,770 (90.9%)AGAINST: 1,356,356 (9.1%)
Largest asset managers voting on “To approve an amendment to the Company's amended and restated 2016 Equity Incentive Plan, as amended (the "201” at VANDA PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,349,0280 00For
Vanguard3,328,6130 00For
Fidelity1,413,8830 00For
Dimensional1,264,5950 00For
Federated Hermes0675,517 00Against
Charles Schwab668,8610 00For
SEI514,2820 00For
BRIDGEWAY FUNDS INC355,1000 00For
Invesco312,5390 00For
Nationwide258,4490 00For
American Century0252,388 00Against
Columbia Threadneedle0243,986 00Against
Victory Capital216,7170 00For
EA Series Trust204,9810 00For
Equitable190,5620 00For
Prudential/PGIM177,0770 00For
Goldman Sachs155,9230 00For
TIAA153,3140 00For
MFS0141,053 00Against
QUANTITATIVE MASTER SERIES LLC104,6320 00For
MASTER INVESTMENT PORTFOLIO79,9300 00For
GuideStone72,0610 00For
TARGET PORTFOLIO TRUST62,0000 00For
Lincoln Financial56,0550 00For
ALPS ETF Trust40,2690 00For

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

3. To elect two Class III Directors: Mihael H. Polymeropoulos, M.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

79% Majority: yes · of votes cast

FOR 79%AGAINST 21%
FOR: 33,976,239AGAINST: 8,943,623

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Mihael H. Polymeropoulos, M.D.”): 33,976,239 for, 8,943,623 against, per its Form 8-K filed 2024-05-20 (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. Of all 58,196,523 outstanding shares: 58% for, 15% against (74% of the company cast a for/against vote).

The 64 asset managers below cast 89% of the shares they voted on this item FOR (13,272,533 for, 1,588,593 against).

FOR 89%11%
FOR: 13,272,533 (89.3%)AGAINST: 1,588,593 (10.7%)
Largest asset managers voting on “To elect two Class III Directors: Mihael H. Polymeropoulos, M.D.” at VANDA PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,349,0280 00For
Vanguard3,328,6130 00For
Fidelity1,299,299114,584 00For
Dimensional01,264,595 00Against
Federated Hermes675,5170 00For
Charles Schwab668,8610 00For
SEI514,2820 00For
BRIDGEWAY FUNDS INC355,1000 00For
Invesco312,5390 00For
Nationwide258,4490 00For
American Century252,3880 00For
Columbia Threadneedle243,9860 00For
Victory Capital216,7170 00For
EA Series Trust204,9810 00For
Equitable190,5620 00For
Prudential/PGIM177,0770 00For
Goldman Sachs155,9230 00For
TIAA0153,314 00Against
MFS141,0530 00For
QUANTITATIVE MASTER SERIES LLC104,6320 00For
MASTER INVESTMENT PORTFOLIO79,9300 00For
GuideStone72,0610 00For
TARGET PORTFOLIO TRUST62,0000 00For
Lincoln Financial47,1818,874 00For
ALPS ETF Trust40,2690 00For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

4. To elect two Class III Directors: Phaedra S. Chrousos

DIRECTOR ELECTIONSMajority of the votes cast: no

Combines 4 wordings of this item as funds reported it.

46.8% Majority: no · of votes cast

FOR 46.8%AGAINST 53.2%
FOR: 20,071,828AGAINST: 22,780,322

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Phaedra S. Chrousos”): 20,071,828 for, 22,780,322 against, per its Form 8-K filed 2024-05-20 (Item 5.07). FOR was not 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. Of all 58,196,523 outstanding shares: 34% for, 39% against (74% of the company cast a for/against vote).

The 64 asset managers below cast 71% of the shares they voted on this item FOR (10,547,952 for, 4,313,174 against).

FOR 71%AGAINST 29%
FOR: 10,547,952 (71.0%)AGAINST: 4,313,174 (29.0%)
Largest asset managers voting on “To elect two Class III Directors: Phaedra S. Chrousos” at VANDA PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,349,0280 00For
Vanguard3,315,61313,000 00For
Fidelity1,292,599121,284 00For
Dimensional01,264,595 00Against
Federated Hermes675,5170 00For
Charles Schwab668,8610 00For
SEI514,2820 00For
BRIDGEWAY FUNDS INC0355,100 00Against
Invesco0312,539 00Against
Nationwide0258,449 00Against
American Century0252,388 00Against
Columbia Threadneedle0243,986 00Against
Victory Capital0216,717 00Against
EA Series Trust0204,981 00Against
Equitable97,88992,673 00For
Prudential/PGIM177,0770 00For
Goldman Sachs0155,923 00Against
TIAA0153,314 00Against
MFS0141,053 00Against
QUANTITATIVE MASTER SERIES LLC104,6320 00For
MASTER INVESTMENT PORTFOLIO79,9300 00For
GuideStone072,061 00Against
TARGET PORTFOLIO TRUST62,0000 00For
Lincoln Financial056,055 00Against
ALPS ETF Trust040,269 00Against

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

5. 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, 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 44,750,588AGAINST: 1,739,295

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Proposal 2: Ratification of Selection of PricewaterhouseCoopers LLP”): 44,750,588 for, 1,739,295 against, per its Form 8-K filed 2024-05-20 (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. Of all 58,196,523 outstanding shares: 77% for, 3% against (80% of the company cast a for/against vote).

The 64 asset managers below cast 99% of the shares they voted on this item FOR (14,655,976 for, 205,150 against).

FOR 99%
FOR: 14,655,976 (98.6%)AGAINST: 205,150 (1.4%)
Largest asset managers voting on “To ratify the selection, by the Audit Committee of the Company's Board of Directors, of PricewaterhouseCoopers” at VANDA PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
BlackRock3,349,0280 00For
Vanguard3,328,6130 00For
Fidelity1,413,8830 00For
Dimensional1,264,5950 00For
Federated Hermes675,5170 00For
Charles Schwab668,8610 00For
SEI514,2820 00For
BRIDGEWAY FUNDS INC355,1000 00For
Invesco312,5390 00For
Nationwide258,4490 00For
American Century252,3880 00For
Columbia Threadneedle243,9860 00For
Victory Capital216,7170 00For
EA Series Trust0204,981 00Against
Equitable190,5620 00For
Prudential/PGIM177,0770 00For
Goldman Sachs155,9230 00For
TIAA153,3140 00For
MFS141,0530 00For
QUANTITATIVE MASTER SERIES LLC104,6320 00For
MASTER INVESTMENT PORTFOLIO79,9300 00For
GuideStone72,0610 00For
TARGET PORTFOLIO TRUST62,0000 00For
Lincoln Financial56,0550 00For
ALPS ETF Trust40,2690 00For

Showing the 25 largest of 64 asset managers. See all 64 in the interactive database.

Largest VANDA PHARMACEUTICALS INC. shareholders voting in 2023-2024

Ranked by the number of VANDA PHARMACEUTICALS INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 58,196,523 shares outstanding at the time of that meeting.

Top VANDA PHARMACEUTICALS INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1BlackRock 11.43%
2Vanguard 5.87%
3Renaissance 5.16%
4Dimensional 2.69%
5Fidelity 2.63%
6Federated Hermes 2.35%
7DE Shaw 2.34%
8Charles Schwab 2.30%
9TANG CAPITAL MANAGEMENT LLC 2.20%
10GEODE CAPITAL MANAGEMENT, LLC 2.19%

Reported VANDA PHARMACEUTICALS INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

VANDA PHARMACEUTICALS INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock, Inc. 14.34% DEF14A
Renaissance Technologies LLC 6.33% DEF14A
Vanguard Group 6.16% 13F
Mihael H. Polymeropoulos, M.D. 4.71% DEF14A
D.E. Shaw 3.10% 13F
Dimensional Fund Advisors 2.96% 13F
Geode Capital 2.14% 13F
State Street 2.07% 13F
Citadel Advisors 1.38% 13F
Charles Schwab 1.15% 13F

Percentages above are of 58,196,523 shares outstanding, as reported by VANDA PHARMACEUTICALS INC. on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At VANDA PHARMACEUTICALS INC.'s shareholder meeting held 2024-05-17, in the 2023-2024 proxy season, 170 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,086 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. — FOR was 79% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: VANDA PHARMACEUTICALS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-20.

VANDA PHARMACEUTICALS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.