Arcadia Biosciences (RKDA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 10, 2026, with voting on key proposals including director election, equity issuance, incentive plan approval, reverse stock split, executive compensation, auditor ratification, and potential adjournment.

• The Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation and proxy voting.

• The meeting will address compliance with Nasdaq listing requirements and capital structure adjustments to support ongoing operations.

Voting matters and shareholder proposals

• Proposals include electing one Class II director, approving issuance of common stock from Series A-1 Options, adopting the 2026 Omnibus Equity Incentive Plan, authorizing a reverse stock split, advisory vote on executive compensation, ratifying Ramirez Jimenez International CPAs as auditors, and authorizing adjournment if needed.

• The Board recommends voting FOR all proposals, including the re-election of Gregory D. Waller as Class II director.

• Shareholder proposals and director nominations for the 2027 meeting must comply with advance notice and SEC rules.

Board of directors and corporate governance

• The Board consists of five directors, four of whom are independent under Nasdaq standards.

• Directors are divided into three classes with staggered three-year terms; only one class is elected each year.

• Committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent membership.

• The Board separates the roles of Chair and CEO for effective governance.

• A Code of Business Conduct and Ethics and insider trading policy are in place for all directors, officers, and employees.