Welcome to the 2026 annual meeting of stockholders of Vanda Pharmaceuticals. It is now 9:15 A.M., and the meeting will come to order. My name is Mihael Polymeropoulos, and as President, Chief Executive Officer, and Chairman of the Board, I will be presiding over this meeting. I would like to remind everyone that sound, screen, video, or any other similar recording without the express prior written approval of the company is prohibited. I would like to introduce our other directors who are present today at this virtual meeting, Dick Dugan, Charles Duncan, Phaedra Chrousos, Anne Sempowski Ward, Stephen Ray Mitchell, and Tage Honoré. Also present is Kevin Moran, our Chief Financial Officer, Treasurer, and Secretary. We have adapted an agenda for our virtual meeting this morning, along with rules for the conduct of the meeting. Copies of the agenda and the rules are available via the virtual meeting portal.
Stockholders who do not have their 16-digit control number will not be able to access these materials. In accordance with the agenda, we will proceed as follows. First, I will conduct the official business of the 2026 annual meeting during this portion of the meeting. All discussion will be limited to the official business at hand, and participation will be limited to stockholders of record and their proxies. At the conclusion of the official business, we will open the meeting to a question and answer session. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting portal. We will entertain questions with respect to the business of the annual meeting submitted online through the virtual meeting portal at that time. We will now proceed to the business portion of this meeting.
We have an affidavit from Kevin Moran, the company secretary, certifying that each stockholder of record was mailed either a notice of Internet availability of proxy materials or an official notice of this meeting on or about April 23rd, 2026, together with a proxy statement, proxy card, our annual report on Form 10-K for the year ended December 31st, 2025, and other material necessary to vote at this meeting. Broadridge Financial Solutions, Inc. has examined the proxies and received and reports that 48,509,896 shares, or approximately 80.66% of the total shares of common stock entitled to vote at this meeting, are represented by proxies held by myself and Mr. Moran. A quorum is present, and this meeting may now proceed with its business.
The company has appointed Mr. Moran on behalf of Vanda to serve as Inspector of Elections for this meeting, and he will tabulate the results of the voting. In order to expedite the flow of business at the meeting, we intend to adhere to the following order of business. Each of the matters to be discussed and acted upon by the stockholders today will be moved and discussed in the order set forth in the proxy statement. The actual vote on each item will, however, be deferred until all of the materials to be acted upon have been discussed. The first matter to be voted upon is the election of three directors to serve until the 2029 annual meeting. The Board of Directors has nominated Richard W. Dugan, Charles C. Duncan, and Anne Sempowski Ward to be elected as directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
The next order of business concerns the proposal to ratify the appointment of the company's independent public accountants. The audit committee of the board of directors has selected PricewaterhouseCoopers LLP as the company's independent public accountants for the company's fiscal year ending December 31st, 2026. On behalf of the audit committee of the board of directors, I move that the selection of PricewaterhouseCoopers LLP as the company's independent public accountants for the 2026 fiscal year be ratified. A motion has been made to ratify the audit committee's selection of PricewaterhouseCoopers LLP.
The next order of business is to approve, on an advisory, non-binding basis, the compensation paid to the company's named executive officers during fiscal year 2025, as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion. The next order of business is to approve an amendment to the company's Amended and Restated 2016 Equity Incentive Plan to increase the aggregate number of shares authorized for issuance under the plan. A motion has been made to approve the amendment to the Amended and Restated 2016 Equity Incentive Plan. Since no other nominations of persons for election to the board of directors or other proposals for business to be transacted at this meeting were received in a timely manner pursuant to the company's bylaws, we will now proceed to vote on the previously discussed motions.
The polls for voting on each matter to be voted on at this time are open. It is not necessary for stockholders to vote via the virtual meeting portal if they have already sent in their proxy cards or voted via telephone or internet unless they wish to change their vote. Any stakeholder who has not voted or wishes to change their vote may do so now by clicking on the voting button on the virtual meeting portal and following the instructions. Now that everyone has had the opportunity to vote, it is 9:22 A.M., and the holders of the management proxies have delivered their ballot to the Inspector of Elections. I now declare the polls closed and ask their Inspector of Elections, Mr. Moran, to provide his preliminary report.
According to the preliminary report of the Inspector of Elections based upon the proxy holders' and stockholders' ballots, the persons nominated for the board of directors have been elected to serve as directors of the company until the 2029 annual meeting and until their successors are duly elected and qualified. The proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent public accountants for the fiscal year ending December 31st, 2026, has been approved. The compensation paid to the company's named executive officers for 2025 has been approved on an advisory, non-binding basis. The amendment to the company's Amended and Restated 2016 Equity Incentive Plan has been approved. Note, these voting results are preliminary. A full tally of the votes will be conducted following the conclusion of the meeting.
The results of the final vote tally will be published in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission within four business days of the date of this meeting. That concludes the business portion of the meeting today. At this time, we will review and answer questions from our stockholders that we have received on the virtual meeting portal and relate to the business of the annual meeting. I have been informed that we have not received any questions. As such, I would like to thank you all for coming. This concludes our 2026 annual meeting of stockholders.
This concludes today's meeting. You may now disconnect.