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. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
Vanda Pharmaceuticals Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on June 15, 2017
| — Before You Vote — How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: 1. Notice & Proxy Statement 2. Form 10-K
How to View Online: Have the information that is printed
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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| Voting items | ||||
| The Board of Directors recommends you vote FOR the following: | ||||||
| 1. |
Election of Directors | |||||
| Nominees | ||||||
| 01 | Richard W. Dugan 02 Vincent J. Milano | |||||
| The Board of Directors recommends you vote FOR proposals 2 and 3. | ||||||
| 2 |
To ratify the selection by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2017. | |||||
| 3 |
To approve on an advisory basis the named executive officer compensation. | |||||
| The Board of Directors recommends you vote 1 YEAR on the following proposal: | ||||||
| 4 |
To recommend, by non-binding vote, the frequency of executive compensation votes. | |||||
| The Board of Directors recommends you vote FOR the following proposal: | ||||||
| 5 |
To approve the amendment and restatement of the Company’s 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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NOTE: To conduct any other business properly brought before the Annual Meeting or any adjournments or postponements thereof. | |||||
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