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VANDA PHARMACEUTICALS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and VANDA PHARMACEUTICALS INC.’s Form 8-K, filed 2025-06-05 (Item 5.07 on EDGAR). Page generated 02 October 2026.

7Reported items
163Asset managers
1,012Fund votes
2025-06-05Meeting date

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

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

Official 2024-2025 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 2025-06-05 (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 2025-06-05
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Stephen Ray Mitchell, M.D.	31,519,780	7,333,042	59,452	--	7,665,542	Majority: yes
Elect Director: Tage Honoré, Ph.D., D.Sc.	31,262,409	7,517,197	132,668	--	7,665,542	Majority: yes
Proposal 2: Ratification of Selection of PricewaterhouseCoopers LLP	43,789,787	2,328,759	459,270	--	--	Majority: yes
Proposal 3: Advisory Vote on Named Executive Officer Compensation	28,585,892	10,084,117	242,265	--	7,665,542	Majority: yes
Proposal 4: Amendment to the Company's 2016 Plan	33,044,650	5,734,142	133,482	--	7,665,542	Majority: yes

Source: VANDA PHARMACEUTICALS INC., Form 8-K, filed with the SEC on 2025-06-05 — read the filing on EDGAR.

How asset managers voted at the VANDA PHARMACEUTICALS INC. 2024-2025 meeting

Each item below shows how the 163 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of VANDA PHARMACEUTICALS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

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

Meeting held 2025-06-05.

Combines 4 wordings of this item as funds reported it.

74% Majority: yes · of votes cast

FOR 74%AGAINST 26%

FOR: 28,585,892AGAINST: 10,084,117

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Proposal 3: Advisory Vote on Named Executive Officer Compensation”): 28,585,892 for, 10,084,117 against, per its Form 8-K filed 2025-06-05 (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 58,933,982 outstanding shares: 48.5% for, 17% against (66% of the company cast a for/against vote).

The 160 asset managers below cast 81% of the shares they voted on this item FOR (26,847,314 for, 6,176,337 against).

FOR 81%AGAINST 19%

FOR: 26,847,314 (81.2%)AGAINST: 6,176,337 (18.7%)ABSTAIN: 23,072 (0.1%)

Largest asset managers voting on “To approve, on an advisory basis, the Company's named executive officer compensation.” at VANDA PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
BlackRock	7,797,445	406	For
Vanguard	3,536,636	0	For
Renaissance	3,397,774	0	For
Fidelity	2,028,224	0	For
Dimensional	0	1,685,592	Against
GEODE CAPITAL MANAGEMENT, LLC	1,675,963	0	For
Federated Hermes	0	1,380,519	Against
State Street	1,106,455	3,481	For
Charles Schwab	957,843	0	For
Prudential/PGIM	0	809,759	Against
American Century	542,485	0	For
Connor, Clark & Lunn Investment Management Ltd.	477,255	0	For
Northern Trust	461,354	2,740	For
Nuveen	440,561	0	For
TIAA	439,125	0	For
Allianz	0	415,988	Against
Goldman Sachs	399,554	0	For
SEI	0	378,470	Against
Monaco Asset Management SAM	0	325,000	Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	247,850	Against
KENNEDY CAPITAL MANAGEMENT LLC	220,387	0	For
MELLON INVESTMENTS Corp	0	214,858	Against
Equitable	208,672	0	For
Wellington	0	193,436	Against
DE Shaw	189,955	0	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

2. To elect two Class I Directors: Stephen Ray Mitchell, M.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 4 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%AGAINST 19%

FOR: 31,519,780AGAINST: 7,333,042

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Stephen Ray Mitchell, M.D.”): 31,519,780 for, 7,333,042 against, per its Form 8-K filed 2025-06-05 (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 58,933,982 outstanding shares: 53.5% for, 12% against (66% of the company cast a for/against vote).

The 56 asset managers below cast 89% of the shares they voted on this item FOR (13,030,732 for, 1,566,684 against).

FOR 89%11%

FOR: 13,030,732 (89.1%)AGAINST: 1,566,684 (10.7%)ABSTAIN: 23,072 (0.2%)

Largest asset managers voting on “To elect two Class I Directors: Stephen Ray Mitchell, M.D.” at VANDA PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
BlackRock	3,662,761	0	0	For
Vanguard	3,485,431	0	0	For
Fidelity	1,871,516	0	0	For
Dimensional	0	1,409,419	0	Against
Federated Hermes	678,714	0	0	For
Charles Schwab	478,792	0	0	For
TIAA	439,125	0	0	For
Goldman Sachs	331,370	0	0	For
American Century	264,435	0	0	For
Equitable	104,429	104,243	0	For
MFS	179,775	0	0	For
SEI	162,933	0	0	For
Columbia Threadneedle	161,992	0	0	For
Nationwide	130,303	0	0	For
BRIDGEWAY FUNDS INC	125,700	0	0	For
Prudential/PGIM	116,077	8,257	0	For
MASTER INVESTMENT PORTFOLIO	98,107	0	0	For
QUANTITATIVE MASTER SERIES LLC	93,325	0	0	For
Lincoln Financial	75,367	8,874	0	For
State Street	57,037	0	0	For
SEI Exchange Traded Funds	50,088	0	0	For
ALPS ETF Trust	41,993	0	0	For
Brighthouse	18,910	0	23,072	Abstain
Pacific Life	37,688	0	0	For
Capitol Series Trust	36,245	0	0	For

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

3. To elect two Class I Directors: Tage Honore, Ph.D., D.Sc.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 7 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%AGAINST 19%

FOR: 31,262,409AGAINST: 7,517,197

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Tage Honoré, Ph.D., D.Sc.”): 31,262,409 for, 7,517,197 against, per its Form 8-K filed 2025-06-05 (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 58,933,982 outstanding shares: 53.0% for, 13% against (66% of the company cast a for/against vote).

The 56 asset managers below cast 85% of the shares they voted on this item FOR (12,353,925 for, 2,243,491 against).

FOR 84%AGAINST 15%

FOR: 12,353,925 (84.5%)AGAINST: 2,243,491 (15.3%)ABSTAIN: 23,072 (0.2%)

Largest asset managers voting on “To elect two Class I Directors: Tage Honore, Ph.D., D.Sc.” at VANDA PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
BlackRock	3,662,761	0	0	For
Vanguard	3,485,431	0	0	For
Fidelity	1,871,516	0	0	For
Dimensional	0	1,409,419	0	Against
Federated Hermes	0	678,714	0	Against
Charles Schwab	478,792	0	0	For
TIAA	439,125	0	0	For
Goldman Sachs	331,370	0	0	For
American Century	264,435	0	0	For
Equitable	104,429	104,243	0	For
MFS	179,775	0	0	For
SEI	162,933	0	0	For
Columbia Threadneedle	161,992	0	0	For
Nationwide	130,303	0	0	For
BRIDGEWAY FUNDS INC	125,700	0	0	For
Prudential/PGIM	116,077	8,257	0	For
MASTER INVESTMENT PORTFOLIO	98,107	0	0	For
QUANTITATIVE MASTER SERIES LLC	93,325	0	0	For
Lincoln Financial	75,367	8,874	0	For
State Street	57,037	0	0	For
SEI Exchange Traded Funds	50,088	0	0	For
ALPS ETF Trust	41,993	0	0	For
Brighthouse	18,910	0	23,072	Abstain
Pacific Life	37,688	0	0	For
Capitol Series Trust	36,245	0	0	For

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

4. 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, 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 43,789,787AGAINST: 2,328,759

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Proposal 2: Ratification of Selection of PricewaterhouseCoopers LLP”): 43,789,787 for, 2,328,759 against, per its Form 8-K filed 2025-06-05 (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 58,933,982 outstanding shares: 74% for, 4% against (78% of the company cast a for/against vote).

The 56 asset managers below cast 99.9% of the shares they voted on this item FOR (14,595,920 for, 1,496 against).

FOR 99.8%

FOR: 14,595,920 (99.8%)AGAINST: 1,496 (0.0%)ABSTAIN: 23,072 (0.2%)

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., 2024-2025
Asset manager	For	Against	Abstain	Vote
BlackRock	3,662,761	0	0	For
Vanguard	3,485,431	0	0	For
Fidelity	1,871,516	0	0	For
Dimensional	1,409,419	0	0	For
Federated Hermes	678,714	0	0	For
Charles Schwab	478,792	0	0	For
TIAA	439,125	0	0	For
Goldman Sachs	331,370	0	0	For
American Century	264,435	0	0	For
Equitable	208,672	0	0	For
MFS	179,775	0	0	For
SEI	162,933	0	0	For
Columbia Threadneedle	161,992	0	0	For
Nationwide	130,303	0	0	For
BRIDGEWAY FUNDS INC	125,700	0	0	For
Prudential/PGIM	124,334	0	0	For
MASTER INVESTMENT PORTFOLIO	98,107	0	0	For
QUANTITATIVE MASTER SERIES LLC	93,325	0	0	For
Lincoln Financial	84,241	0	0	For
State Street	57,030	7	0	For
SEI Exchange Traded Funds	50,088	0	0	For
ALPS ETF Trust	41,993	0	0	For
Brighthouse	18,910	0	23,072	Abstain
Pacific Life	37,688	0	0	For
Capitol Series Trust	36,245	0	0	For

Showing the 25 largest of 56 asset managers. See all 56 in the interactive database.

5. TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN, AS AMENDED TO (I) INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER AND (II) ELIMINATE ITS TERM.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-06-05.

Combines 2 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%

FOR: 33,044,650AGAINST: 5,734,142

VANDA PHARMACEUTICALS INC.’s own tally for this item (“Proposal 4: Amendment to the Company's 2016 Plan”): 33,044,650 for, 5,734,142 against, per its Form 8-K filed 2025-06-05 (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 58,933,982 outstanding shares: 56% for, 10% against (66% of the company cast a for/against vote).

The 55 asset managers below cast 92% of the shares they voted on this item FOR (13,424,736 for, 1,138,136 against).

FOR 92%8%

FOR: 13,424,736 (92.0%)AGAINST: 1,138,136 (7.8%)ABSTAIN: 23,072 (0.2%)

Largest asset managers voting on “TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN, AS AMENDED TO (I) IN” at VANDA PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
BlackRock	3,662,761	0	0	For
Vanguard	3,485,431	0	0	For
Fidelity	1,871,516	0	0	For
Dimensional	1,409,419	0	0	For
Federated Hermes	0	678,714	0	Against
Charles Schwab	478,792	0	0	For
TIAA	439,125	0	0	For
Goldman Sachs	331,370	0	0	For
American Century	0	264,435	0	Against
Equitable	208,672	0	0	For
MFS	0	179,775	0	Against
SEI	162,933	0	0	For
Columbia Threadneedle	161,992	0	0	For
Nationwide	130,303	0	0	For
BRIDGEWAY FUNDS INC	125,700	0	0	For
Prudential/PGIM	124,334	0	0	For
MASTER INVESTMENT PORTFOLIO	98,107	0	0	For
QUANTITATIVE MASTER SERIES LLC	93,325	0	0	For
Lincoln Financial	84,241	0	0	For
State Street	57,030	7	0	For
SEI Exchange Traded Funds	50,088	0	0	For
ALPS ETF Trust	41,993	0	0	For
Brighthouse	18,910	0	23,072	Abstain
Pacific Life	26,764	10,924	0	For
Capitol Series Trust	36,245	0	0	For

Showing the 25 largest of 55 asset managers. See all 55 in the interactive database.

6. To approve, on an advisory basis, the Company's named executive officer compensation.

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

Meeting held 2024-05-17 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 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 58,933,982 outstanding shares: 57% for, 15% against (72% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (2,174 for, 0 against).

FOR 100%

FOR: 2,174 (100.0%)

Largest asset managers voting on “To approve, on an advisory basis, the Company's named executive officer compensation.” at VANDA PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
COLDSTREAM CAPITAL MANAGEMENT INC	2,174	0	0	0	For
Echo45 Advisors LLC	0	0	0	0	--

7. Amend Omnibus Stock Plan

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-06-05.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%

FOR: 33,044,650AGAINST: 5,734,142

The 2 asset managers below cast 80% of the shares they voted on this item FOR (32,869 for, 8,199 against).

FOR 80%AGAINST 20%

FOR: 32,869 (80.0%)AGAINST: 8,199 (20.0%)

Largest asset managers voting on “Amend Omnibus Stock Plan” at VANDA PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
GuideStone	32,869	0	0	0	For
HC CAPITAL TRUST	0	8,199	0	0	Against

Largest VANDA PHARMACEUTICALS INC. shareholders voting in 2024-2025

Ranked by the number of VANDA PHARMACEUTICALS INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 58,933,982 shares outstanding at the time of that meeting.

Top VANDA PHARMACEUTICALS INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	13.23%
2	Vanguard	6.00%
3	Renaissance	5.77%
4	Fidelity	3.44%
5	Dimensional	2.86%
6	GEODE CAPITAL MANAGEMENT, LLC	2.84%
7	Federated Hermes	2.34%
8	State Street	1.88%
9	Charles Schwab	1.63%
10	Prudential/PGIM	1.37%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock, Inc.	7.97%	DEF14A
Renaissance Technologies LLC	6.25%	DEF14A
The Vanguard Group	5.86%	DEF14A
Mihael H. Polymeropoulos, M.D.	5.00%	DEF14A
Dimensional Fund Advisors	4.31%	13F
BlackRock Portfolio Management LLC	4.26%	13G
Millennium Management LLC	2.85%	13G
Geode Capital	2.74%	13F
State Street	2.13%	13F
Morgan Stanley	1.56%	13F

Percentages above are of 58,933,982 shares outstanding, as reported by VANDA PHARMACEUTICALS INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 2025-03-31. 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 2025-06-05, in the 2024-2025 proxy season, 163 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,012 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on an advisory basis, the Company's named executive officer compensation. — FOR was 74% 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 2025-06-05.

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