UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2011

 

 

VANDA PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-34186		03-0491827
(Commission File No.)		(IRS Employer Identification No.)

9605 Medical Center Drive

Suite 300

Rockville, Maryland 20850

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (240) 599-4500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2011, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Vanda Pharmaceuticals Inc. (the “Company”) awarded 2011 annual bonuses to and approved 2012 annual base salaries and 2012 bonus target amounts for the Company’s employees, including each of its 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 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, 2011, in the amounts set forth opposite the names of the executive officers listed below.

 

Name		Position		2011 Bonus
Mihael Polymeropoulos, M.D.		President and Chief Executive Officer		$291,000
James Kelly		Senior Vice President, Chief Financial Officer		$136,800
John Feeney, M.D.		Senior Vice President and Chief Medical Officer		$130,200

The Compensation Committee approved 2012 annual base salaries and 2012 bonus target amounts for performance for the twelve-month period ended December 31, 2012, in the amounts set forth opposite the names of the executive officers listed below.

 

Name		Position		2012 Base Salary				2012 Target Bonus
Mihael Polymeropoulos, M.D.		President and Chief Executive Officer		$	500,000			$250,000 (50% of 2012 Base Salary)
James Kelly		Senior Vice President, Chief Financial Officer		$	300,000			$120,000 (40% of 2012 Base Salary)
John Feeney, M.D.		Senior Vice President and Chief Medical Officer		$	320,000			$128,000 (40% of 2012 Base Salary)

In addition, the Compensation Committee granted (i) options to purchase shares of the Company’s common stock at an exercise price equal to $4.88 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on December 6, 2011, and (ii) restricted stock unit (“RSU”) awards under the Company’s 2006 Equity Incentive Plan to its executive officers in the amounts set forth opposite the names of the executive officers listed below. The options will vest in equal monthly installments over a period of four years from the date of the grant. The RSUs will vest in four equal annual installments beginning on January 1, 2013.

 

Name		Position		Number of Shares Underlying Option Grant				Number of Shares Underlying RSU Award
Mihael Polymeropoulos, M.D.		President and Chief Executive Officer			150,000				50,000
James Kelly		Senior Vice President, Chief Financial Officer			56,250				18,750
John Feeney, M.D.		Senior Vice President and Chief Medical Officer			56,250				18,750

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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: December 9, 2011