Arcadia Biosciences holders back reverse split

Rhea-AI Filing Summary

Filing Explained

FAQ

FORM 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Item 9.01 Financial Statements and Exhibits.

Filing Exhibits & Attachments

Q: What key proposals did Arcadia Biosciences (RKDA) stockholders approve at the 2026 annual meeting?

Q: How many Arcadia Biosciences (RKDA) shares were represented at the 2026 annual meeting?

Q: What is Arcadia Biosciences’ 2026 Omnibus Equity Incentive Plan?

Q: Which auditor did Arcadia Biosciences (RKDA) stockholders ratify for 2026?

8-K Event Classification

Key Figures

Key Terms

What key proposals did Arcadia Biosciences (RKDA) stockholders approve at the 2026 annual meeting?

How many Arcadia Biosciences (RKDA) shares were represented at the 2026 annual meeting?

What reverse stock split did Arcadia Biosciences (RKDA) stockholders authorize?

What is Arcadia Biosciences’ 2026 Omnibus Equity Incentive Plan?

Which auditor did Arcadia Biosciences (RKDA) stockholders ratify for 2026?

How did Arcadia Biosciences (RKDA) stockholders vote on executive compensation?

Stockholders approved Gregory D. Waller as director, the 2026 Omnibus Equity Incentive Plan, issuance of shares upon exercise of Series A-1 Preferred Investment Options, reverse stock split authorization, advisory executive compensation, auditor ratification, and an adjournment proposal.

Holders of 1,259,315 shares of Arcadia Biosciences common stock, representing 52.3% of the total outstanding shares on the record date, were present in person or by proxy at the 2026 annual meeting.

The 2026 Omnibus Equity Incentive Plan, approved by stockholders, is the successor to the expired 2015 plan. It governs new equity awards, while the 2015 Plan continues to govern awards previously granted under it.

Stockholders ratified Ramirez Jimenez International CPAs as Arcadia Biosciences’ independent registered public accountants for the year ending December 31, 2026, with 1,235,444 votes for, 19,532 against, and 4,339 abstentions.

Arcadia Biosciences’ stockholders approved a new 2026 equity plan, reverse split authorization, share issuance for prior financing, and all other annual meeting proposals.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Arcadia Biosciences, Inc. (RKDA) reported the results of its September 10, 2026 annual meeting, where holders of 1,259,315 shares of common stock, representing 52.3% of shares outstanding on the record date, were present in person or by proxy. Stockholders elected Gregory D. Waller as a Class II director, approved the potential issuance of common stock upon exercise of the Series A-1 Preferred Investment Options issued in the June 12, 2026 private placement, and approved the new 2026 Omnibus Equity Incentive Plan, which replaces the expired 2015 plan.

Stockholders also approved an amendment authorizing the Board, in its discretion, to implement a reverse stock split at a ratio between 1-for-2 and 1-for-10 any time before June 30, 2027. In addition, they approved, on an advisory basis, executive compensation, ratified Ramirez Jimenez International CPAs as independent registered public accountants for 2026, and approved a proposal allowing adjournment of the meeting if additional time for votes on Proposals 2 or 4 is required.

The approved 2026 Omnibus Equity Incentive Plan is now effective, while the expired 2015 Plan continues to govern awards already granted under it; this establishes separate rules for future and existing awards.

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Shares represented at meeting: 1,259,315 shares Quorum percentage: 52.3% Director election votes for: 377,954 votes +4 more

7 metrics

Shares represented at meeting 1,259,315 shares Common stock present or represented, 52.3% of outstanding on record date

Quorum percentage 52.3% Portion of total outstanding common shares represented at the annual meeting

Director election votes for 377,954 votes Votes for Gregory D. Waller as Class II director

Series A-1 issuance approval votes for 410,749 votes Votes for issuance of common stock upon exercise of Series A-1 Preferred Investment Options

Equity plan approval votes for 326,188 votes Votes for the 2026 Omnibus Equity Incentive Plan

Reverse split authorization votes for 1,120,937 votes Votes approving reverse stock split authorization (1-for-2 to 1-for-10)

Auditor ratification votes for 1,235,444 votes Votes for ratifying Ramirez Jimenez International CPAs for 2026

2026 Omnibus Equity Incentive Plan, reverse stock split, Series A-1 Preferred Investment Options, broker non-votes, +2 more

6 terms

2026 Omnibus Equity Incentive Plan financial

"stockholders of Arcadia Biosciences, Inc. approved the Company’s 2026 Omnibus Equity Incentive Plan"

reverse stock split financial

"to effect a reverse stock split of the Company’s outstanding shares of common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Series A-1 Preferred Investment Options financial

"upon exercise of the Series A-1 Preferred Investment Options that were issued"

broker non-votes financial

"BROKER NON-VOTES 377,954 | | 105,236 | | 776,125"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"stockholders approved, on an advisory basis, the compensation paid"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accountants financial

"appointment of Ramirez Jimenez International CPAs as the Company’s independent registered public accountants"

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Stockholders approved Gregory D. Waller as director, the 2026 Omnibus Equity Incentive Plan, issuance of shares upon exercise of Series A-1 Preferred Investment Options, reverse stock split authorization, advisory executive compensation, auditor ratification, and an adjournment proposal.

Holders of 1,259,315 shares of Arcadia Biosciences common stock, representing 52.3% of the total outstanding shares on the record date, were present in person or by proxy at the 2026 annual meeting.

Stockholders approved an amendment allowing the Board, in its discretion, to implement a reverse stock split of outstanding common stock at a ratio from 1-for-2 to 1-for-10, at any time before June 30, 2027.

The 2026 Omnibus Equity Incentive Plan, approved by stockholders, is the successor to the expired 2015 plan. It governs new equity awards, while the 2015 Plan continues to govern awards previously granted under it.

Stockholders ratified Ramirez Jimenez International CPAs as Arcadia Biosciences’ independent registered public accountants for the year ending December 31, 2026, with 1,235,444 votes for, 19,532 against, and 4,339 abstentions.

On an advisory basis, stockholders approved compensation for named executive officers, with 331,298 votes for, 149,447 against, 2,445 abstentions, and 776,125 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 09/15/2026 - 03:02 PM Accepted by SEC EDGAR 09/15/2026 - 03:01 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): September 10, 2026

    

Arcadia Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37383	81-0571538
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5956 Sherry Lane Suite 2000
Dallas, Texas		75225
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 214 974-8921

    

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	RKDA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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:

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:

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:

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:

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:

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
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:

(d) Exhibits


Exhibit No.		Description
10.1*		Arcadia Biosciences, Inc. 2026 Omnibus Equity Incentive Plan
10.2*		Form of Option Agreement
10.3*		Form of Non-Employee Director Option Agreement
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

* Indicates a management contract or compensatory plan or arrangement.

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.


			ARCADIA BIOSCIENCES, INC.

Date:	September 15, 2026	By:	/s/ THOMAS J. SCHAEFER
			Thomas J. Schaefer, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

DIRECTOR NOMINEE

BROKER NON-VOTES

Gregory D. Waller

4 documents