Vanda Pharmaceuticals (VNDA) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, with virtual attendance available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 3, 2026.

Voting matters and shareholder proposals

• Election of three Class II Directors: Richard W. Dugan, Charles C. Duncan, and Anne Sempowski Ward, all recommended by the board.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal to amend the 2016 Equity Incentive Plan to increase the number of shares authorized for issuance.

• Provision for other business to be addressed as may properly come before the meeting.

Board of directors and corporate governance

• Board recommends all director nominees and proposals for shareholder approval.