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Vanda Pharmaceuticals Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Vanda Pharmaceuticals Inc.’s Form 8-K, filed 2026-06-05 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 6Ballot items
  • 181Asset managers
  • 1,266Fund votes
  • 2026-06-04Meeting date

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

Explore Vanda Pharmaceuticals Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 2026-06-05 (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 2026-06-04
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Richard W. Dugan 33,029,0495,417,32246,718 --10,016,817 Majority: yes
Elect Director: Charles C. Duncan, Ph.D. 35,780,0312,664,88948,169 --10,016,817 Majority: yes
Elect Director: Anne Sempowski Ward 33,897,7824,543,48851,819 --10,016,817 Majority: yes
Proposal 2: Ratification of Selection of PricewaterhouseCoopers LLP 48,103,698340,51365,695 ---- Majority: yes
Proposal 3: Advisory Vote on Named Executive Officer Compensation 35,242,6593,167,24383,187 --10,016,817 Majority: yes
Proposal 4: Amendment to the Company's 2016 Plan 31,729,9916,685,07878,020 --10,016,817 Majority: yes

Source: Vanda Pharmaceuticals Inc., Form 8-K, filed with the SEC on 2026-06-05 — read the filing on EDGAR.

How asset managers voted at the Vanda Pharmaceuticals Inc. 2025-2026 meeting

Each item below shows how the 181 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 6 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%
FOR: 35,242,659AGAINST: 3,167,243

Vanda Pharmaceuticals Inc.’s own tally for this item (“Proposal 3: Advisory Vote on Named Executive Officer Compensation”): 35,242,659 for, 3,167,243 against, per its Form 8-K filed 2026-06-05 (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 60,135,062 outstanding shares: 59% for, 5% against (64% of the company cast a for/against vote).

The 177 asset managers below cast 97% of the shares they voted on this item FOR (33,300,426 for, 884,312 against).

FOR 97%
FOR: 33,300,426 (97.4%)AGAINST: 884,312 (2.6%)ABSTAIN: 3,390 (0.0%)
Largest asset managers voting on “To approve, on an advisory basis, the Company's named executive officer compensation.” at Vanda Pharmaceuticals Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock6,184,9180 00For
Vanguard3,998,65112 00For
State Street2,972,0764,437 00For
Renaissance2,497,1220 00For
AIGH Capital Management LLC1,861,1770 00For
Fidelity1,564,7110 00For
AQR1,468,3960 00For
GEODE CAPITAL MANAGEMENT, LLC1,456,8630 00For
ACADIAN ASSET MANAGEMENT LLC1,315,4350 00For
Charles Schwab1,212,6360 00For
Federated Hermes1,082,0557,779 00For
JACOBS LEVY EQUITY MANAGEMENT, INC689,4270 00For
Dimensional677,5230 00For
Northern Trust538,4932,901 00For
Two Sigma430,1020 00For
MARSHALL WACE, LLP385,5560 00For
Citadel339,6850 00For
American Century0298,510 00Against
Goldman Sachs261,1460 00For
Monaco Asset Management SAM0241,286 00Against
Invesco238,8890 00For
Nationwide238,8100 00For
KENNEDY CAPITAL MANAGEMENT LLC216,6930 00For
Columbia Threadneedle195,0510 00For
JPMorgan185,9230 00For

Showing the 25 largest of 177 asset managers. See all 177 in the interactive database.

2. To elect three Class II Directors: Richard W. Dugan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%AGAINST 14%
FOR: 33,029,049AGAINST: 5,417,322

Vanda Pharmaceuticals Inc.’s own tally for this item (“Elect Director: Richard W. Dugan”): 33,029,049 for, 5,417,322 against, per its Form 8-K filed 2026-06-05 (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 60,135,062 outstanding shares: 54.9% for, 9% against (64% of the company cast a for/against vote).

The 60 asset managers below cast 95% of the shares they voted on this item FOR (13,114,815 for, 688,767 against).

FOR 95%
FOR: 13,114,815 (95.0%)AGAINST: 688,767 (5.0%)ABSTAIN: 3,390 (0.0%)
Largest asset managers voting on “To elect three Class II Directors: Richard W. Dugan” at Vanda Pharmaceuticals Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard3,528,6748,221 00For
BlackRock2,947,8110 00For
State Street1,881,1992,495 00For
Fidelity1,484,5430 00For
Charles Schwab606,2650 00For
Federated Hermes529,0830 00For
Dimensional0446,261 00Against
Nationwide238,8100 00For
Columbia Threadneedle195,0510 00For
JPMorgan185,9230 00For
American Century149,1910 00For
Northern Trust0139,780 00Against
Equitable88,64747,550 00For
TIAA116,0660 00For
Goldman Sachs101,0100 00For
Invesco95,4440 00For
QUANTITATIVE MASTER SERIES LLC93,4040 00For
MFS83,7160 00For
MASTER INVESTMENT PORTFOLIO63,2920 00For
Brighthouse58,6190 3,3900For
AIG/SunAmerica60,6190 00For
Harbor ETF Trust52,2950 00For
ProShares50,6690 00For
ALPS ETF Trust48,1160 00For
Lincoln Financial37,9818,874 00For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

3. To elect three Class II Directors: Charles C. Duncan, Ph.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 35,780,031AGAINST: 2,664,889

Vanda Pharmaceuticals Inc.’s own tally for this item (“Elect Director: Charles C. Duncan, Ph.D.”): 35,780,031 for, 2,664,889 against, per its Form 8-K filed 2026-06-05 (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 60,135,062 outstanding shares: 59% for, 4% against (64% of the company cast a for/against vote).

The 60 asset managers below cast 99.9% of the shares they voted on this item FOR (13,803,051 for, 531 against).

FOR 99.9%
FOR: 13,803,051 (100.0%)AGAINST: 531 (0.0%)ABSTAIN: 3,390 (0.0%)
Largest asset managers voting on “To elect three Class II Directors: Charles C. Duncan, Ph.D.” at Vanda Pharmaceuticals Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard3,536,88510 00For
BlackRock2,947,8110 00For
State Street1,883,173521 00For
Fidelity1,484,5430 00For
Charles Schwab606,2650 00For
Federated Hermes529,0830 00For
Dimensional446,2610 00For
Nationwide238,8100 00For
Columbia Threadneedle195,0510 00For
JPMorgan185,9230 00For
American Century149,1910 00For
Northern Trust139,7800 00For
Equitable136,1970 00For
TIAA116,0660 00For
Goldman Sachs101,0100 00For
Invesco95,4440 00For
QUANTITATIVE MASTER SERIES LLC93,4040 00For
MFS83,7160 00For
MASTER INVESTMENT PORTFOLIO63,2920 00For
Brighthouse58,6190 3,3900For
AIG/SunAmerica60,6190 00For
Harbor ETF Trust52,2950 00For
ProShares50,6690 00For
ALPS ETF Trust48,1160 00For
Lincoln Financial46,8550 00For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

4. To elect three Class II Directors: Anne Sempowski Ward

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%12%
FOR: 33,897,782AGAINST: 4,543,488

Vanda Pharmaceuticals Inc.’s own tally for this item (“Elect Director: Anne Sempowski Ward”): 33,897,782 for, 4,543,488 against, per its Form 8-K filed 2026-06-05 (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 60,135,062 outstanding shares: 56% for, 8% against (64% of the company cast a for/against vote).

The 60 asset managers below cast 96% of the shares they voted on this item FOR (13,257,355 for, 546,227 against).

FOR 96%
FOR: 13,257,355 (96.0%)AGAINST: 546,227 (4.0%)ABSTAIN: 3,390 (0.0%)
Largest asset managers voting on “To elect three Class II Directors: Anne Sempowski Ward” at Vanda Pharmaceuticals Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard3,531,3595,536 00For
BlackRock2,947,8110 00For
State Street1,881,2732,421 00For
Fidelity1,484,5430 00For
Charles Schwab606,2650 00For
Federated Hermes529,0830 00For
Dimensional0446,261 00Against
Nationwide238,8100 00For
Columbia Threadneedle195,0510 00For
JPMorgan185,9230 00For
American Century149,1910 00For
Northern Trust139,7800 00For
Equitable88,64747,550 00For
TIAA116,0660 00For
Goldman Sachs101,0100 00For
Invesco95,4440 00For
QUANTITATIVE MASTER SERIES LLC93,4040 00For
MFS83,7160 00For
MASTER INVESTMENT PORTFOLIO63,2920 00For
Brighthouse58,6190 3,3900For
AIG/SunAmerica60,6190 00For
Harbor ETF Trust52,2950 00For
ProShares50,6690 00For
ALPS ETF Trust48,1160 00For
Lincoln Financial37,9818,874 00For

Showing the 25 largest of 60 asset managers. See all 60 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, 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 48,103,698AGAINST: 340,513

Vanda Pharmaceuticals Inc.’s own tally for this item (“Proposal 2: Ratification of Selection of PricewaterhouseCoopers LLP”): 48,103,698 for, 340,513 against, per its Form 8-K filed 2026-06-05 (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 60,135,062 outstanding shares: 80% for, 0.6% against (81% of the company cast a for/against vote).

The 60 asset managers below cast 99.9% of the shares they voted on this item FOR (13,800,525 for, 3,057 against).

FOR 99.9%
FOR: 13,800,525 (100.0%)AGAINST: 3,057 (0.0%)ABSTAIN: 3,390 (0.0%)
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., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard3,534,2102,685 00For
BlackRock2,947,8110 00For
State Street1,883,62074 00For
Fidelity1,484,5430 00For
Charles Schwab606,2650 00For
Federated Hermes529,0830 00For
Dimensional446,2610 00For
Nationwide238,8100 00For
Columbia Threadneedle195,0510 00For
JPMorgan185,9230 00For
American Century149,1910 00For
Northern Trust139,7800 00For
Equitable136,1970 00For
TIAA116,0660 00For
Goldman Sachs101,0100 00For
Invesco95,4440 00For
QUANTITATIVE MASTER SERIES LLC93,4040 00For
MFS83,7160 00For
MASTER INVESTMENT PORTFOLIO63,2920 00For
Brighthouse58,6190 3,3900For
AIG/SunAmerica60,6190 00For
Harbor ETF Trust52,2950 00For
ProShares50,6690 00For
ALPS ETF Trust48,1160 00For
Lincoln Financial46,8550 00For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

6. TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN, AS AMENDED TO INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER.

COMPENSATIONMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

83% Majority: yes · of votes cast

FOR 83%AGAINST 17%
FOR: 31,729,991AGAINST: 6,685,078

Vanda Pharmaceuticals Inc.’s own tally for this item (“Proposal 4: Amendment to the Company's 2016 Plan”): 31,729,991 for, 6,685,078 against, per its Form 8-K filed 2026-06-05 (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 60,135,062 outstanding shares: 52.8% for, 11% against (64% of the company cast a for/against vote).

The 60 asset managers below cast 81% of the shares they voted on this item FOR (11,198,759 for, 2,604,822 against).

FOR 81%AGAINST 19%
FOR: 11,198,759 (81.1%)AGAINST: 2,604,822 (18.9%)ABSTAIN: 3,390 (0.0%)
Largest asset managers voting on “TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN, AS AMENDED TO INCREA” at Vanda Pharmaceuticals Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard3,531,3505,544 00For
BlackRock2,947,8110 00For
State Street3,5011,880,193 00Against
Fidelity1,484,5430 00For
Charles Schwab606,2650 00For
Federated Hermes0529,083 00Against
Dimensional446,2610 00For
Nationwide238,8100 00For
Columbia Threadneedle195,0510 00For
JPMorgan185,9230 00For
American Century0149,191 00Against
Northern Trust139,7800 00For
Equitable136,1970 00For
TIAA116,0660 00For
Goldman Sachs101,0100 00For
Invesco95,4440 00For
QUANTITATIVE MASTER SERIES LLC93,4040 00For
MFS83,7160 00For
MASTER INVESTMENT PORTFOLIO63,2920 00For
Brighthouse58,6190 3,3900For
AIG/SunAmerica60,6190 00For
Harbor ETF Trust52,2950 00For
ProShares50,6690 00For
ALPS ETF Trust48,1160 00For
Lincoln Financial8,87437,981 00Against

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

Largest Vanda Pharmaceuticals Inc. shareholders voting in 2025-2026

Ranked by the number of Vanda Pharmaceuticals Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 60,135,062 shares outstanding at the time of that meeting.

Top Vanda Pharmaceuticals Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 10.29%
2Vanguard 6.65%
3State Street 4.95%
4Renaissance 4.15%
5AIGH Capital Management LLC 3.09%
6Fidelity 2.60%
7AQR 2.44%
8GEODE CAPITAL MANAGEMENT, LLC 2.42%
9ACADIAN ASSET MANAGEMENT LLC 2.19%
10Charles Schwab 2.02%

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 2025-2026 proxy season
Holder % outstanding Disclosure
BlackRock, Inc. 7.81% DEF14A
Vanguard Group 6.21% 13F
Renaissance Technologies LLC 6.12% DEF14A
Millennium Management LLC 5.61% 13G
Mihael H. Polymeropoulos, M.D. 5.09% DEF14A
State Street 5.01% 13F
BlackRock Portfolio Management LLC 4.17% 13G
Dimensional Fund Advisors 2.95% 13F
Geode Capital 2.40% 13F
Two Sigma 2.33% 13F

Percentages above are of 60,135,062 shares outstanding, as reported by Vanda Pharmaceuticals Inc. on its Form 10-Q dated 2026-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 2026-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At Vanda Pharmaceuticals Inc.'s shareholder meeting held 2026-06-04, in the 2025-2026 proxy season, 181 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 1,266 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 92% 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 2026-06-05.

Vanda Pharmaceuticals Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).