Current Report Filing (8-k)
23 5월 2014 - 5:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2014
VANDA PHARMACEUTICALS INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-34186 |
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03-0491827 |
(Commission
File No.) |
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(IRS Employer
Identification No.) |
2200 Pennsylvania Avenue NW
Suite 300E
Washington,
DC 20037
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (202) 734-3400
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the 2014 annual meeting of stockholders of
Vanda Pharmaceuticals Inc. (the Company) held on May 22, 2014 (the Annual Meeting), the following proposals were submitted to the stockholders of the Company:
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Proposal 1: |
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The election of two directors to serve as Class II directors for a term of three years until the 2017 annual meeting of stockholders. |
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Proposal 2: |
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The ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2014. |
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Proposal 3: |
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The approval on an advisory non-binding basis of the compensation of the Companys named executive officers. |
For more information about the foregoing proposals, see the Companys definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April 7, 2014 (the Proxy Statement.) Of the 33,866,539 shares of the Companys common stock entitled to vote at the Annual Meeting, 31,286,647 shares, or approximately 92.38%, were
represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Companys stockholders elected the following two directors to serve as Class II directors until the 2017 annual meeting of stockholders. The
votes regarding the election of directors were as follows:
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Director |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Richard W. Dugan |
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20,076,614 |
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4,745,796 |
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6,464,237 |
Vincent J. Milano |
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24,522,623 |
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299,787 |
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6,464,237 |
Proposal 2: Ratification of PricewaterhouseCoopers LLP.
The Companys stockholders ratified the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2014. The votes regarding this proposal were as follows:
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
26,690,524 |
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117,032 |
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4,479,091 |
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0 |
Proposal 3: Compensation of Officers.
The Companys stockholders approved on an advisory non-binding basis the compensation paid to the Companys named executive officers, as disclosed
in the Proxy Statement. The votes regarding this proposal were as follows:
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Votes For |
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Votes Against |
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Votes Abstaining |
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Broker Non-Votes |
19,880,074 |
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469,165 |
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4,473,171 |
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6,464,237 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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VANDA PHARMACEUTICALS INC. |
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By: |
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/s/ JAMES P. KELLY |
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Name: James P. Kelly |
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Title: Senior Vice President, Chief
Financial Officer, Treasurer and
Secretary |
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Dated: May 22, 2014
Vanda Pharmaceuticals (NASDAQ:VNDA)
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Vanda Pharmaceuticals (NASDAQ:VNDA)
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