Arcadia Biosciences Sets Virtual 2025 Annual Meeting, Board Seeks Re-election
Ticker: RKDA · Form: DEF 14A · Filed: Nov 19, 2025 · CIK: 1469443
| Field | Detail |
|---|---|
| Company | Arcadia Biosciences, Inc. (RKDA) |
| Form Type | DEF 14A |
| Filed Date | Nov 19, 2025 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Virtual Meeting, Shareholder Vote
Related Tickers: RKDA
TL;DR
**RKDA's virtual annual meeting is a routine governance check, but keep an eye on executive compensation approval for any shareholder dissent.**
AI Summary
Arcadia Biosciences, Inc. (RKDA) has scheduled its 2025 Annual Meeting of Stockholders for Friday, December 19, 2025, at 1:00 p.m. Central Time, to be held virtually. Stockholders will vote on three key proposals: the election of three Class I directors (Albert D. Bolles, Kevin Comcowich, and Thomas J. Schaefer), a nonbinding advisory vote on named executive officer compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending December 31, 2025. The Board of Directors recommends a 'FOR' vote on all proposals. As of the record date, November 4, 2025, there were 1,373,120 shares of common stock outstanding, held by 36 holders of record. Each share is entitled to one vote. The company's principal executive offices are located at 5956 Sherry Lane, Suite 2000, Dallas, TX 75225, and its telephone number is (214) 974-8921. The proxy materials, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, were made available on or about November 19, 2025.
Why It Matters
This DEF 14A filing outlines Arcadia Biosciences' upcoming annual meeting, where investors will decide on critical governance matters, including the composition of the Board of Directors and executive compensation. The re-election of three Class I directors, including CEO Thomas J. Schaefer, is a key vote that could signal continuity or potential shifts in strategic direction for the company. The advisory vote on executive compensation provides a direct channel for shareholders to express their views on management's pay, influencing future compensation structures. Ratifying Deloitte & Touche LLP as auditors ensures financial oversight, crucial for investor confidence in a competitive biotech landscape.
Risk Assessment
Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily detailing procedural information for the 2025 Annual Meeting. It does not contain new financial results, operational changes, or significant risk disclosures. The proposals are routine governance items: director elections, executive compensation advisory vote, and auditor ratification, which present a low inherent risk.
Analyst Insight
Investors should review the full proxy statement, particularly the executive compensation details and director biographies, before the December 19, 2025 meeting. Vote your shares by December 18, 2025, via internet or phone, or attend the virtual meeting to ensure your voice is heard on governance and compensation matters.
Key Numbers
- December 19, 2025 — Date of 2025 Annual Meeting (Virtual meeting at 1:00 p.m. Central Time)
- November 4, 2025 — Record Date for Annual Meeting (Stockholders of record as of this date may vote)
- 1,373,120 — Shares of Common Stock Outstanding (As of the Record Date, held by 36 holders of record)
- 3 — Number of Class I Directors to be Elected (Albert D. Bolles, Kevin Comcowich, and Thomas J. Schaefer)
- December 31, 2025 — Fiscal Year End (For which Deloitte & Touche LLP is appointed independent registered public accountant)
- 1:00 p.m. Central Time — Meeting Start Time (For the virtual 2025 Annual Meeting)
- November 19, 2025 — Proxy Materials Availability Date (Date proxy statement and form of proxy were first mailed)
- 1/3 — Quorum Requirement (One-third of aggregate voting power required to conduct business)
Key Players & Entities
- Arcadia Biosciences, Inc. (company) — Registrant for DEF 14A filing
- Thomas J. Schaefer (person) — Chief Executive Officer & Corporate Secretary, Nominee for Class I Director, Inspector of Elections
- Albert D. Bolles (person) — Nominee for Class I Director
- Kevin Comcowich (person) — Nominee for Class I Director
- Deloitte & Touche LLP (company) — Independent registered public accountants for fiscal year ending December 31, 2025
- Securities and Exchange Commission (regulator) — Governs proxy statement rules
- Equiniti Trust Company, LLC (company) — Transfer agent for Arcadia Biosciences, Inc.
- 5956 Sherry Lane, Suite 2000, Dallas, TX 75225 (company) — Principal executive offices of Arcadia Biosciences, Inc.
- $1,373,120 (dollar_amount) — Shares of Arcadia's common stock issued and outstanding as of November 4, 2025
FAQ
When is Arcadia Biosciences' 2025 Annual Meeting of Stockholders?
Arcadia Biosciences' 2025 Annual Meeting of Stockholders is scheduled for Friday, December 19, 2025, at 1:00 p.m. Central Time. It will be a completely virtual meeting accessible via live webcast.
What are the key proposals to be voted on at the Arcadia Biosciences Annual Meeting?
Stockholders will vote on three main proposals: the election of three Class I directors (Albert D. Bolles, Kevin Comcowich, and Thomas J. Schaefer), a nonbinding advisory vote on the compensation of named executive officers, and the ratification of Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending December 31, 2025.
How does the Board of Directors recommend voting on the proposals for Arcadia Biosciences?
The Board of Directors recommends a 'FOR' vote for the election of Albert D. Bolles, Kevin Comcowich, and Thomas J. Schaefer as Class I directors, 'FOR' the approval of named executive officer compensation on a nonbinding advisory basis, and 'FOR' the ratification of Deloitte & Touche LLP.
Who is eligible to vote at the Arcadia Biosciences 2025 Annual Meeting?
Stockholders of record as of the close of business on November 4, 2025, the Record Date, are entitled to receive notice of, attend, and vote at the Annual Meeting. As of this date, there were 1,373,120 shares of common stock outstanding.
How can Arcadia Biosciences stockholders attend and vote at the virtual Annual Meeting?
Stockholders can attend and vote during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/RKDA2025 and entering their 16-digit control number found on the proxy card or voting instruction form. They can also vote via internet, telephone, or mail prior to the meeting.
What is the voting requirement for the election of directors at Arcadia Biosciences?
Each director is elected by a plurality of the voting power of the shares present or represented by proxy at the Annual Meeting and entitled to vote. The three nominees receiving the highest number of affirmative votes will be elected as Class I directors.
What is the impact of abstentions and broker non-votes on the Arcadia Biosciences proposals?
Abstentions and broker non-votes will have no effect on the outcome of the vote for director elections or the advisory vote on executive compensation. For the ratification of auditors, abstentions have no impact, and brokers have discretion to vote uninstructed shares.
Where can I find the proxy materials and Annual Report for Arcadia Biosciences?
The proxy statement, proxy card, and the Annual Report on Form 10-K for the year ended December 31, 2024, are available on the website: http://www.arcadiabio.com. They were also mailed to stockholders on or about November 19, 2025.
What is the quorum requirement for the Arcadia Biosciences Annual Meeting?
At the Annual Meeting, the presence via website or by proxy of one-third of the aggregate voting power of the stock issued and outstanding and entitled to vote is required for the meeting to proceed.
Who are the Class I director nominees for Arcadia Biosciences?
The Class I director nominees for Arcadia Biosciences are Albert D. Bolles, Kevin Comcowich, and Thomas J. Schaefer. They are proposed to serve until the 2028 Annual Meeting of Stockholders.
Industry Context
Arcadia Biosciences operates in the agricultural technology and life sciences sector, focusing on developing and commercializing innovative seed traits and crop varieties. The industry is characterized by significant R&D investment, long product development cycles, and a complex regulatory environment. Key trends include the demand for sustainable agriculture, climate-resilient crops, and improved nutritional profiles.
Regulatory Implications
As a company in the agricultural biotechnology space, Arcadia Biosciences is subject to stringent regulations from bodies like the USDA, EPA, and FDA concerning the development, testing, and commercialization of its products. Compliance with these regulations is critical and can impact product timelines and market access.
What Investors Should Do
- Vote FOR the election of Class I Directors Albert D. Bolles, Kevin Comcowich, and Thomas J. Schaefer.
- Vote FOR the nonbinding advisory resolution on executive compensation.
- Vote FOR the ratification of Deloitte & Touche LLP as the independent registered public accountants.
- Review the 2024 Annual Report on Form 10-K.
Key Dates
- 2025-12-19: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, and auditor ratification.
- 2025-11-04: Record Date for Annual Meeting — Establishes the list of stockholders entitled to vote at the meeting.
- 2025-11-19: Proxy Materials Availability Date — Indicates when stockholders received the proxy statement and annual report, allowing time for review before the meeting.
- 2024-12-31: Fiscal Year End — The period covered by the audited financial statements included in the Annual Report on Form 10-K.
Glossary
- DEF 14A
- A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including proposals to be voted on and executive compensation. (This document is the primary source of information for the annual meeting and the matters to be voted upon by shareholders.)
- Class I Directors
- Directors who serve a specific term, typically three years, and are elected on a staggered basis. (These are the directors up for election at the 2025 Annual Meeting, and their election is a key agenda item.)
- Named Executive Officer (NEO)
- The company's principal executive officer and up to four other most highly compensated executive officers who were serving at the end of the fiscal year. (Their compensation is subject to a nonbinding advisory vote by stockholders.)
- Independent Registered Public Accountants
- An external accounting firm hired to audit the company's financial statements and provide an opinion on their fairness and accuracy. (The ratification of the auditor is a standard proposal at annual meetings, ensuring shareholder oversight of financial reporting.)
- Form 10-K
- An annual report required by the SEC that provides a comprehensive summary of a company's financial performance. (The proxy materials are accompanied by the 2024 Form 10-K, providing detailed financial information for the past fiscal year.)
Year-Over-Year Comparison
This filing pertains to the 2025 Annual Meeting, with the accompanying financial data from the 2024 Form 10-K. A direct comparison to a previous filing's financial metrics is not possible without access to the prior year's proxy statement and 10-K. However, the proxy statement indicates that the Board recommends a 'FOR' vote on all proposals, a consistent approach to seeking shareholder approval for governance matters.
Filing Stats: 4,824 words · 19 min read · ~16 pages · Grade level 12.8 · Accepted 2025-11-19 16:30:32
Filing Documents
- rkda-20251119.htm (DEF 14A) — 1196KB
- img71583808_0.jpg (GRAPHIC) — 28KB
- img71583808_1.jpg (GRAPHIC) — 73KB
- img71583808_2.jpg (GRAPHIC) — 77KB
- img71583808_3.jpg (GRAPHIC) — 72KB
- img71583808_4.jpg (GRAPHIC) — 100KB
- 0001193125-25-288164.txt ( ) — 2953KB
- rkda-20251119.xsd (EX-101.SCH) — 17KB
- rkda-20251119_htm.xml (XML) — 288KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 20 Hedging and Margin Policy 22
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 23 Processes and Procedures for Compensation Decisions 23 2024 Summary Compensation Table 23 Named Executive Officer Employment Arrangements 24 Outstanding Equity Awards at Fiscal Year-End 28 Pay Versus Performance 29 EQUITY BENEFIT AND STOCK PLANS 32 LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS 33 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 34 Policies and Procedures for Related Party Transactions 35 COMMUNICATIONS WITH OUR BOARD OF DIRECTORS 36 AUDIT COMMITTEE REPORT 36 PROPOSAL ONE: ELECTION OF DIRECTORS 37 PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION 38 PROPOSAL THREE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 39 ANNUAL REPORTS 40 OTHER MATTERS 40 iii ARCADIA BIOSCIENCES, INC. PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 1:00 p.m. Central Time on Friday, December 19, 2025 This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the "Board" or "Board of Directors") for use at the 2025 Annual Meeting of stockholders of Arcadia Biosciences, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"). The Annual Meeting will be held virtually on Friday, December 19, 2025 at 1:00 p.m. Central Time. References in this Proxy Statement to "we," "us," "our," the "Company" or "Arcadia" refer to Arcadia Biosciences, Inc. The Annual Meeting can be accessed via the internet at www.virtualshareholdermeeting.com/RKDA2025 where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Annual Meeting, this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 25, 2025 (the "Annual Report"), and the form of proxy are first being mailed on or about November 19, 2025 to a