UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2024 (
(Exact name of Registrant as specified in its charter)
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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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered | ||
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 16, 2024, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Vanda Pharmaceuticals Inc. (the “Company”) awarded 2023 annual bonuses and approved 2024 annual base salaries and 2024 bonus target amounts for the Company’s named executive officers. Prior to approving the foregoing, the Compensation Committee reviewed an analysis of the Company’s executive compensation compared to the Company’s peer group conducted by Willis Towers Watson, a compensation consultant engaged by the Compensation Committee.
The Compensation Committee awarded bonuses for performance for the twelve-month period ended December 31, 2023 in the amounts set forth opposite the names of the executive officers listed below.
| Name |
Position |
2023 Bonus | ||
| Mihael Polymeropoulos, M.D. | President, Chief Executive Officer and Chairman of the Board | $983,112 | ||
| Kevin Moran | Senior Vice President, Chief Financial Officer and Treasurer | $294,071 | ||
| Gunther Birznieks | Senior Vice President, Business Development | $320,580 | ||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | $320,580 | ||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | $252,000 |
The Compensation Committee approved 2024 annual base salaries and 2024 bonus target amounts for the twelve-month period ending December 31, 2024 in the amounts set forth opposite the names of the executive officers listed below.
| Name |
Position |
2024 Base Salary |
2024 Target Bonus | |||
| Mihael Polymeropoulos, M.D. | President, Chief Executive Officer and Chairman of the Board | $933,000 | 80% | |||
| Kevin Moran | Senior Vice President, Chief Financial Officer and Treasurer | $541,000 | 45% | |||
| Gunther Birznieks | Senior Vice President, Business Development | $541,000 | 45% | |||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | $541,000 | 45% | |||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | $560,000 | 45% |
In addition, the Compensation Committee granted restricted stock unit (“RSU”) awards under the Company’s Amended and Restated 2016 Equity Incentive Plan, as amended, to its named executive officers in the amounts set forth opposite the names of the executive officers listed below. The RSUs for all named executive officers will vest in four equal annual installments beginning on March 1, 2025.
| Name |
Position |
Number of Shares | ||
| Mihael Polymeropoulos, M.D. | President, Chief Executive Officer and Chairman of the Board | 450,000 | ||
| Kevin Moran | Senior Vice President, Chief Financial Officer and Treasurer | 125,000 | ||
| Gunther Birznieks | Senior Vice President, Business Development | 125,000 | ||
| Timothy Williams | Senior Vice President, General Counsel and Secretary | 125,000 | ||
| Joakim Wijkstrom | Senior Vice President, Chief Marketing Officer | 32,700 |
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.
| Dated: February 21, 2024 | VANDA PHARMACEUTICALS INC. | |||||
| By: | /s/ Timothy Williams | |||||
| Name: | Timothy Williams | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
Document and Entity Information |
Feb. 16, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001347178 |
| Document Type | 8-K |
| Document Period End Date | Feb. 16, 2024 |
| Entity Registrant Name | VANDA PHARMACEUTICALS INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-34186 |
| Entity Tax Identification Number | 03-0491827 |
| Entity Address, Address Line One | 2200 Pennsylvania Avenue NW |
| Entity Address, Address Line Two | Suite 300E |
| Entity Address, City or Town | Washington |
| Entity Address, State or Province | DC |
| Entity Address, Postal Zip Code | 20037 |
| City Area Code | (202) |
| Local Phone Number | 734-3400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.001 per share |
| Trading Symbol | VNDA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |