Vanda Pharmaceuticals Inc
For the period ended May 17, 2024. Filed Apr 29, 2024.
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May 17, 2024 · Filed Apr 29, 2024
Contents
2024 PROXY STATEMENT — SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.
We are making this Proxy Statement, the proxy card and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) available to stockholders atwww.proxyvote.com. On or about April 29, 2024, we will begin mailing to certain of our stockholders entitled to vote at the Annual Meeting our Proxy Statement, proxy card and Annual Report, as well as instructions on how to vote via proxy by mail, telephone, or over the Internet.
| GENERAL INFORMATION | HETLIOZ® (tasimelteon) • In July 2023, the U.S. Food and Drug Administration (“FDA”) accepted our supplemental New Drug Application (“sNDA”) for HETLIOZ® in the treatment of insomnia for filing and set a Prescription Drug User Fee Act (“PDUFA”) target action date of March 4, 2024 for its decision. • On March 4, 2024, we received a Complete Response Letter (“CRL”) from the FDA as part of the FDA’s ongoing review of our sNDA for HETLIOZ® in the treatment of insomnia. Fanapt® (iloperidone) • In August 2023, the FDA accepted our sNDA for Fanapt® in bipolar I disorder for adults for filing and set a PDUFA target action date of April 2, 2024 for its decision. • On April 2, 2024, the FDA approved Fanapt® for the acute treatment of manic or mixed episodes associated with bipolar I disorder in adults. Tradipitant • In December 2023, we announced that the New Drug Application (“NDA”) for tradipitant for the treatment of symptoms of gastroparesis was accepted for filing and is under review by the FDA with a PDUFA target action date of September 18, 2024. • In May 2023, we announced positive results from our first Phase III study of tradipitant in the treatment of motion sickness. The second Phase III study of tradipitant in the treatment of motion sickness is ongoing. PONVORY® • In December 2023, we completed the acquisition of the U.S. and Canadian rights to PONVORY® from Janssen for $100.0 million and the transition is ongoing. Other • In June 2023, we announced that the FDA granted Orphan Drug Designation for VCA-894A for the treatment of CMT2S, caused by cryptic splice site variants within IGHMBP2. |
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| Meeting: 2024 Annual Meeting of Stockholders | |
| Date: May 17, 2024 | |
| Time: 9:00 a.m., Eastern Time | |
| Location: www.virtualshareholdermeeting.com/VNDA2024 | |
| Record Date: April 22, 2024 | |
| Record Date Shares Outstanding: 58,197,773 | |
| Stock Symbol: VNDA | |
| Exchange: Nasdaq Global Market | |
| Transfer Agent: Equiniti Trust Company, LLC | |
| Website: www.vandapharma.com | |
| ANNUAL MEETING AGENDA(Board Recommendations) | |
| Election of two Class III Directors (“FOR”) Ratification of selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024 (“FOR”) Approval, on an advisory basis, of the compensation for our named executive officers (“FOR”) Approval of an amendment to the Amended and Restated 2016 Equity Incentive Plan to increase the aggregate number of shares authorized for issuance under such plan (“FOR”) Conduct other business properly brought before the Annual Meeting or any adjournments or postponements thereof | |
| 2023 BUSINESS HIGHLIGHTS | |
| Total revenues of $192.6 million for the full year 2023. HETLIOZ® net product sales of $100.2 million for the full year 2023. Fanapt® net product sales of $90.9 million for the full year 2023. PONVORY® net product sales were $1.6 million in the fourth quarter of 2023. These net product sales reflect the revenue generated during the period between the product acquisition date of December 7, 2023 and December 31, 2023. 2023 year-end cash, cash equivalents and marketable securities of $388.3 million. Net income of $2.5 million for the full year 2023. | |
| CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS Board Refreshment. Over 66% board refreshment since 2019. Board Diversity. 1/3 of our directors are women. Majority Board Independence. 5 out of the 6 directors are independent. Board Tenure. The average tenure of our directors is approximately 9.2 years. Lead Independent Director. We have a Lead Independent Director with robust responsibilities. Independent Committees. 100% of our committee chairs and members are independent. Majority Voting Standard. A majority voting standard in director elections with advanced conditional resignation for failing to meet such majority vote. Single Class of Stock. We implement a single class of common stock structure. Say-on-Pay Vote. We hold an annual Say-on-Pay vote. Approximately 97% of votes cast at the 2023 Annual Meeting of Stockholders approved, on an advisory basis, the compensation of our named executive officers (“NEOs”). Pay for Performance. We pay annual bonuses based on the achievement of Company goals, individual performance and contribution in achieving those goals. We do not have guaranteed annual bonus payouts. Formulaic Annual Cash Incentive Award Program. A substantial majority of the value of our annual bonuses are tied to the achievement of pre-specified objective criteria, such as revenue targets, clinical study metrics and regulatory filing timelines. Executive Officer Clawback Policy. We have adopted a clawback policy on equity-based and cash incentive compensation for our executive officers. No “Single-Trigger” Change of Control Benefits. We offer NEOs and certain other employees a change of control severance package triggered upon a change of control followed by termination of the executive without cause or resignation for good reason, as discussed in “Employment Agreements” below. | No Enhanced Executive Benefit Programs. We do not provide our management with pensions or any other enhanced benefit programs beyond those that are typically available to all other employees or as appropriate in foreign jurisdictions. Anti-Hedging/Anti-Pledging Policy. We have adopted a comprehensive anti-hedging/anti-pledging policy that applies to all our employees and directors. No Option Repricing. We are not permitted to reprice stock options without stockholder approval. No Evergreen Provisions. Our equity compensation plan does not contain any “evergreen” provisions to increase shares available for issuance as equity awards. Annual Risk Assessment. We conduct an annual company-wide compensation program risk assessment. |
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Washington, D.C. 20037
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
May 17, 2024
This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies to be voted at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Vanda Pharmaceuticals Inc. (sometimes referred to as “we,” “us,” “our,” the “Company” or “Vanda”), which will be held on May 17, 2024, at 9:00 a.m. Eastern Time in a virtual meeting format via webcast, with no physical in-person meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.