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, a new equity incentive plan, a reverse stock split, executive compensation, auditor ratification, and potential adjournment.

• The Board recommends voting in favor of all proposals, emphasizing the importance of maintaining Nasdaq listing and aligning compensation with shareholder interests.

• The proxy materials include the notice, proxy statement, annual report, and proxy card, available both in print and online.

Voting matters and shareholder proposals

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

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by April 12, 2027, with specific advance notice and disclosure requirements.

Board of directors and corporate governance

• The Board consists of five directors divided into three classes with staggered terms; four are independent under Nasdaq rules.

• Gregory D. Waller is nominated for re-election as Class II director.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent members.

• The Board separates the roles of Chair and CEO and has adopted a Code of Business Conduct and Ethics and an insider trading policy.