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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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¨   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)
(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

Shareholder Meeting to Be Held on June 14, 2012.

 

VANDA PHARMACEUTICALS, INC.   Meeting Information
 
      Meeting Type:        Annual Meeting
      For holders as of:    April 20, 2012
      Date: June 14, 2012     Time: 9:00 a.m. EDT
 

    Location:   Renaissance Washington, DC

   Dupont Circle Hotel,

   1143 New Hampshire Avenue 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.

M47082-P25841

— Before You Vote —

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT                 FORM 10-K

How to View Online:
Have the information that is printed in the box marked by the arrow è LOGO (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 è LOGO (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 31, 2012 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

 

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. 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.

 

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 è LOGO 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 voting instruction form.

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Voting Items  

 

The Board of Directors recommends you vote FOR the following:                

 

1.    Election of Directors      
        Nominees:      

  01)    Mihael H. Polymeropoulos, M.D.

      

  02)    Steven K. Galson, M.D., M.P.H.

      

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, 2012.

 

3. TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

NOTE: In his discretion, the proxy holder is authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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  Voting Instructions            

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