Vanda Pharmaceuticals (VNDA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, to be held virtually; record date is April 17, 2026, with 60,135,062 shares outstanding.

• Key proposals include election of three directors, ratification of auditor, advisory vote on executive compensation, and amendment to the equity incentive plan.

• 2025 business highlights: $216.1M in revenue, $117.3M Fanapt® sales, $71.4M HETLIOZ® sales, $27.4M PONVORY® sales, $263.8M in cash and equivalents, and a net loss of $220.5M.

• Ongoing and new clinical programs for Fanapt®, HETLIOZ®, PONVORY®, BYSANTI™, NEREUS™, and imsidolimab; regulatory and business development milestones achieved.

Voting matters and shareholder proposals

• Proposal 1: Election of Richard W. Dugan, Charles C. Duncan, Ph.D., and Anne Sempowski Ward as Class II directors until 2029.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 3: Advisory approval of named executive officer compensation.

• Proposal 4: Amendment to the 2016 Equity Incentive Plan to increase shares authorized for issuance.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; 66% board refreshment since 2019.

• Board diversity includes two women; average tenure is 11.2 years.

• Lead Independent Director in place; all committee chairs and members are independent.

• Committees: Audit (8 meetings), Compensation (6), Nominating/Corporate Governance (4).

• Majority voting standard for director elections; single class of common stock.