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. )
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| ¨ | Preliminary Proxy Statement | |||
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| ¨ | Definitive Proxy Statement | |||
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| ¨ | Soliciting Material Pursuant to §240.14a-12 | |||
| Vanda Pharmaceuticals Inc. | ||||
| (Name of Registrant as Specified In Its Charter) | ||||
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0000207728_1 R1.0.0.51160
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 22, 2014
VANDA PHARMACEUTICALS INC.
Vanda Pharmaceuticals Inc.
2200 Pennsylvania Ave. NW,
Suite 300E
Washington, D.C. 20037
Investor Address Line 1
Investor Address Line 2
15 12
Investor Address Line 3
1 OF 2
Investor Address Line 4
Investor Address Line 5
John Sample
1234 ANYWHERE STREET
ANY CITY, ON A1A 1A1
Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 28, 2014
Date: May 22, 2014 Time: 9:00 AM EST
Location: Washington Marriott
1221 22nd Street NW
Washington, D.C. 20037
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
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— Before You Vote —
How to Access the Proxy Materials
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 in the box marked by the arrow XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 08, 2014 to facilitate timely delivery.
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder 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.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Internal Use Only
0000207728_3 R1.0.0.51160
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 OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.
3 TO APPROVE ON AN ADVISORY BASIS THE NAMED EXECUTIVE OFFICER COMPENSATION.
NOTE: To conduct any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.
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Reserved for Broadridge Internal Control Information
NAME
THE COMPANY NAME INC.- COMMON 123,456,789,012.12345
THE COMPANY NAME INC.- CLASS A 123,456,789,012.12345
THE COMPANY NAME INC.- CLASS B 123,456,789,012.12345
THE COMPANY NAME INC.- CLASS C 123,456,789,012.12345
THE COMPANY NAME INC.- CLASS D 123,456,789,012.12345
THE COMPANY NAME INC.- CLASS E 123,456,789,012.12345
THE COMPANY NAME INC.- CLASS F 123,456,789,012.12345
THE COMPANY NAME INC.- 401 K 123,456,789,012.12345
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