Vanda Pharmaceuticals Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

2200 Pennsylvania Avenue NW, Suite 300E

Washington, D.C. 20037

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 17, 2024

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on May 17, 2024, at 9:00 a.m. Eastern Time in a virtual meeting format only via webcast on the Internet. You will be able to attend and participate in the virtual Annual Meeting online by visiting the meeting website atwww.virtualshareholdermeeting.com/VNDA2024 and entering your 16-digit control number included on your proxy card. We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting. Additional details on how to participate in the Annual Meeting can be found in the Questions and Answers section below. The Annual Meeting is being held for the following purposes:

1. To elect Mihael H. Polymeropoulos, M.D. and Phaedra S. Chrousos as Class III directors until the 2027 annual meeting of stockholders;

2. 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, 2024;

3. To approve, on an advisory basis, the Company’s named executive officer compensation;

4. To approve an amendment to the Company’s Amended and Restated 2016 Equity Incentive Plan, as amended (the “2016 Plan”), to increase the aggregate number of shares authorized for issuance under the 2016 Plan; and

5. To conduct any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.

The record date for the Annual Meeting is April 22, 2024. Only stockholders of record at the close of business on that date, or their duly designated proxies, may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available for examination at our offices in Washington, D.C. during normal business hours for a period of ten days prior to the date of the Annual Meeting. On or about April 29, 2024, we will begin mailing to our stockholders entitled to vote at the Annual Meeting our Proxy Statement, proxy card, Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as instructions on how to vote via proxy by mail, telephone, or over the Internet.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting webcast, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Company’s Proxy Statement for the Annual Meeting or proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2024:

The Company’s Proxy Statement, proxy card and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available free of charge at www.proxyvote.com. Information on this website, other than this Proxy Statement, is not a part of this Proxy Statement. You may also obtain these materials at the website of the Securities and Exchange Commission atwww.sec.gov.

By Order of the Board of Directors,

Timothy Williams

Senior Vice President, General Counsel and Secretary

Washington, D.C.