Current Report Filing (8-k)
16 6월 2017 - 5:33AM
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): June 15, 2017
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
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(Commission
File No.)
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(IRS Employer
Identification No.)
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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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2
of the Securities Exchange Act of
1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the 2017 annual meeting of stockholders of
Vanda Pharmaceuticals Inc. (the Company) held on June 15, 2017 (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 2020 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, 2017.
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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.
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Proposal 4:
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Approve on an advisory basis the frequency of
say-on-pay
votes.
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Proposal 5:
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Approve the amendment and restatement of the Companys 2016 Equity Incentive Plan to, among other things, increase the aggregate number of shares authorized for issuance under the 2016 Equity Incentive Plan.
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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 27, 2017 (the Proxy Statement.). Of the 44,552,263 shares of the Companys common stock entitled to vote at the Annual Meeting, 40,652,400 shares, or approximately 91.25%,
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:
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Election of Directors.
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The Companys stockholders elected the following directors to serve as
Class II directors until the 2020 annual meeting of stockholders. The votes regarding the election of director 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
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Richard W. Dugan
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29,617,434
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1,742,108
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9,292,858
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Vincent J. Milano
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29,348,653
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2,010,889
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9,292,858
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Proposal 2:
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Ratification of PricewaterhouseCoopers LLP.
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The Companys stockholders ratified the selection of
PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017. 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
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40,498,030
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100,930
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53,440
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0
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Proposal 3:
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Compensation of Named Executive Officers.
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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
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18,355,607
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12,980,060
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23,875
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9,292,858
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Proposal 4:
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Frequency of Advisory Vote on Compensation of Named Executive Officers.
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The Companys stockholders approved the option of holding an advisory
non-binding
vote to approve the compensation of the Companys named executive officers once every 1 Year. The votes regarding this proposal were as follows:
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1 Year
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2 Years
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3 Years
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Votes Abstaining
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Broker
Non-Votes
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31,190,334
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46,964
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110,620
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11,624
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9,292,858
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In accordance with the recommendation of the Companys Board of Directors as set forth in the Proxy Statement, and based
on the voting results for this Proposal 5, the Companys Board of Directors determined that an advisory vote to approve the compensation of the Companys named executive officers will be conducted on an annual basis. The Companys
Board of Directors will reevaluate this determination after the next stockholder advisory vote on this matter is held.
Proposal 5:
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Approval of the Amended and Restated Vanda Pharmaceuticals Inc. 2016 Equity Incentive Plan.
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The Companys
stockholders approved the amendment and restatement of the Vanda Pharmaceuticals Inc. 2016 Equity Incentive Plan to, among other things, increase the number of shares authorized for issuance thereunder. 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
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28,470,017
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2,873,287
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16,238
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9,292,858
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Dated: June 15, 2017
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VANDA PHARMACEUTICALS INC.
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By:
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/s/ Richard L. Gulino
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Name:
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Richard L. Gulino
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Title:
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Senior Vice President, General
Counsel and Secretary
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Vanda Pharmaceuticals (NASDAQ:VNDA)
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