Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2020 annual meeting of stockholders of Vanda Pharmaceuticals Inc. (the "Company") held on June 11, 2020 (the "Annual Meeting"), the following proposals were submitted to the stockholders of the Company:



Proposal 1:   The election of two directors to serve as Class II directors for a term
              of three years until the 2023 annual meeting of stockholders.

Proposal 2:   The ratification of the selection of PricewaterhouseCoopers LLP as the
              Company's independent registered public accounting firm for the fiscal
              year ending December 31, 2020.

Proposal 3:   The approval on an advisory non-binding basis of the compensation of the
              Company's named executive officers.

Proposal 4:   The approval of an amendment and restatement of the Company's amended
              and restated 2016 Equity Incentive Plan to, among other things, increase
              the aggregate number of shares authorized for issuance under the amended
              and restated 2016 Equity Incentive Plan.

For more information about the foregoing proposals, see the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2020 (the "Proxy Statement"). Of the 54,242,617 shares of the Company's common stock entitled to vote at the Annual Meeting, 47,150,652 shares, or approximately 86.9% 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 Company's stockholders elected the following directors to serve as a Class II directors until the 2023 annual meeting of stockholders. The votes regarding the election of director were as follows:



     Director         Votes For    Votes Against   Votes Abstaining   Broker Non-Votes
 Richard W. Dugan     33,933,097     6,087,097          27,566           7,102,892
Anne Sempowski Ward   34,634,332     5,385,932          27,496           7,102,892

Proposal 2: Ratification of PricewaterhouseCoopers LLP.

The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes regarding this proposal were as follows:

Votes For Votes Against Votes Abstaining 46,912,165 208,575

                29,912

Proposal 3: Compensation of Named Executive Officers.

The Company's stockholders approved on an advisory non-binding basis the compensation paid to the Company's named executive officers, as disclosed in the Proxy Statement. The votes regarding this proposal were as follows:

Votes For Votes Against Votes Abstaining Broker Non-Votes 33,835,633 6,175,328 36,799

           7,102,892

In accordance with the recommendation of the Company's Board of Directors as set forth in the Proxy Statement, and based on the voting results for this Proposal 3, the Company's Board of Directors determined that an advisory vote to approve the compensation of the Company's named executive officers will be conducted on an annual basis. The Company's Board of Directors will reevaluate this determination after the next stockholder advisory vote on this matter is held.

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Proposal 4: Amendment and Restatement of the Company's Amended and Restated 2016 Equity Incentive Plan.

The Company's stockholders approved an amendment and restatement of the Company's amended and restated 2016 Equity Incentive Plan to, among other things, increase the aggregate number of shares authorized for issuance under the amended and restated 2016 Equity Incentive Plan. The votes regarding this proposal were as follows:



Votes For     Votes Against       Votes Abstaining       Broker Non-Votes
32,673,435       7,347,270               27,055               7,102,892

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