Current Report · Items 5.02, 5.07, 9.01 · 8-K
Arcadia Biosciences, Inc.
RKDANASDAQEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2026 Omnibus Equity Incentive Plan As further described in Item 5.07 below, the stockholders of Arcadia Biosciences, Inc.…
Company context
Since 2002, Arcadia Biosciences (Nasdaq: RKDA) has been innovating high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products. For more information, visit www.arcadiabio.com.
Current securities
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2026 Omnibus Equity Incentive Plan
As further described in Item 5.07 below, the stockholders of Arcadia Biosciences, Inc. (the “Company”) approved the Company’s 2026 Omnibus Equity Incentive Plan (the “2026 Plan”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) held on September 10, 2026. The 2026 Plan was previously approved by the Company’s Board of Directors (the “Board”). The 2026 Plan, which became effective upon the stockholders’ approval at the Annual Meeting, is the successor to the Company’s 2015 Omnibus Equity Incentive Plan (the “2015 Plan”), which expired and terminated in 2025. The 2015 Plan will continue to govern awards previously granted under it.
A description of the 2026 Plan is included in Proposal 3 of the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 10, 2026 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The descriptions of the 2026 Plan contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2026 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on September 10, 2026, stockholders holding and entitled to vote 1,259,315 shares of common stock of the Company, or approximately 52.3% of the total outstanding shares of common stock on the record date for the Annual Meeting, were present in person or by proxy. At the Annual Meeting, the stockholders voted on the following proposals, each of which is described in detail in the Proxy Statement.
The final results for each of the matters considered at the Annual Meeting were as follows:
PROPOSAL I: Election of Directors
The director nominee was elected to serve as a Class II director until the Company’s annual meeting of stockholders in 2029, or until his successor is duly elected and qualified, or his earlier resignation, death, or removal. Due to plurality election, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable. The results of the election were as follows:
DIRECTOR NOMINEE FOR WITHHELD BROKER NON-VOTES
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Gregory D. Waller 377,954 105,236 776,125
PROPOSAL II: Vote on Issuance of Shares
The Company’s stockholders approved the potential issuance of the Company’s common stock upon exercise of the Series A-1 Preferred Investment Options that were issued in the Company’s private placement transaction that closed on June 12, 2026, by the votes set forth in the table below:
FOR AGAINST ABSTAIN BROKER NON-VOTES
───────────────────────────────────────────────────────────
410,749 70,314 2,127 776,125
PROPOSAL III: Vote on 2026 Omnibus Equity Incentive Plan
The Company’s stockholders approved the new 2026 Omnibus Equity Incentive Plan, by the votes set forth in the table below:
FOR AGAINST ABSTAIN BROKER NON-VOTES
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326,188 149,113 7,889 776,125
PROPOSAL IV: Reverse Stock Split
The Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock, if the Board in its discretion determines to effect a reverse stock split at any time before June 30, 2027, at a reverse stock split ratio ranging from 1-for-2 to 1-for-10, as determined by the Board at a later date, by the votes set forth in the table below:
FOR AGAINST ABSTAIN BROKER NON-VOTES
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1,120,937 138,084 294 0
PROPOSAL V: Advisory Vote on Executive Compensation
The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers by the votes set forth in the table below:
FOR AGAINST ABSTAIN BROKER NON-VOTES
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331,298 149,447 2,445 776,125
PROPOSAL VI: Ratification of Selection of Independent Registered Public Accountants
The appointment of Ramirez Jimenez International CPAs as the Company’s independent registered public accountants for the year ending December 31, 2026, was ratified by the affirmative votes of the stockholders. There were no broker non-votes on this proposal. The results of the ratification were as follows:
FOR AGAINST ABSTAIN
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1,235,444 19,532 4,339
PROPOSAL VII: Proposal to Adjourn the Meeting
The Company’s stockholders approved a proposal to adjourn the Annual Meeting by the Chairperson of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are not sufficient votes in favor of Proposal 2 or Proposal 4, by the votes set forth in the table below:
FOR AGAINST ABSTAIN BROKER NON-VOTES
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1,127,238 129,363 2,712 0