Arcadia Biosciences, Inc. 8-K

What Happened

• Arcadia Biosciences, Inc. (RKDA) filed an 8-K on Dec 23, 2025 reporting results from its annual meeting held Dec 19, 2025. Stockholders holding 703,677 shares (about 51% of outstanding) were present in person or by proxy.
• Three director nominees — Albert Bolles, Ph.D.; Kevin Comcowich; and Thomas J. Schaefer — were elected as Class I directors to serve until the 2028 annual meeting. An advisory (non-binding) vote on executive compensation was approved. Deloitte & Touche LLP was ratified as the company’s independent registered public accountants for 2025.

Key Details

• Shares present/voting at meeting: 703,677 (≈51% of outstanding).
• Director election tallies (For / Withheld / Broker non-votes):
  • Albert Bolles, Ph.D.: 79,563 / 64,287 / 559,827
  • Kevin Comcowich: 78,305 / 65,545 / 559,827
  • Thomas J. Schaefer: 79,563 / 64,287 / 559,827
• Advisory vote on executive compensation: For 72,445 / Against 70,865 / Abstain 540; broker non-votes 559,827.
• Ratification of independent auditor (Deloitte & Touche LLP): For 697,730 / Against 4,574 / Abstain 1,372 (no broker non-votes).

Why It Matters

• Board continuity: Election of the three Class I directors keeps current leadership in place through the 2028 annual meeting.
• Executive pay: The advisory "say-on-pay" passed but by a relatively narrow margin, indicating mixed shareholder sentiment. (Advisory votes are non-binding.)
• Auditor ratification: Ratifying Deloitte maintains continuity of the company’s external audit oversight for 2025.
• Large broker non-votes (559,827 shares) affected the director and compensation tallies, meaning a substantial portion of outstanding shares did not cast votes on those items.

Filed and signed by CEO Thomas J. Schaefer on Dec 23, 2025.