UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 3, 2019

  

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)

 

(I.R.S. Employer

Identification No.)

202 Cousteau Place, Suite 105

Davis, CA 95618

(Address of principal executive offices, including zip code)

(530) 756-7077

(Registrant’s telephone number, including area code)

 

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 (see General Instructions A.2. below):

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

NASDAQ

 

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. 

 

 

 

 

 

 


 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Arcadia Biosciences, Inc. (the “Company”) held on June 3, 2019 (the “Annual Meeting”), stockholders holding and entitled to vote 3,965,647 shares of common stock of the Company, or approximately 83.01% 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 three proposals, each of which is described in detail in the definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2019.

The final results for each of the matters considered at the Annual Meeting were as follows:

PROPOSAL I: Election of Directors

Each of the director nominees was elected to serve as a Class I director until the Company’s annual meeting of stockholders in 2022, 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:

 

 

 

 

 

 

 

 

DIRECTOR NOMINEE

  

FOR

  

WITHHELD

  

BROKER NON-VOTES

Rajendra Ketkar

  

1,842,711

  

96,641

  

2,026,295

Kevin Comcowich

  

1,846,442

  

92,910

  

2,026,295

Albert D. Bolles

  

1,848,828

  

90,524

  

2,026,295

 

PROPOSAL II: Amendment to the 2015 Omnibus Incentive Plan (the “2015 Plan”)

The amendments to the Company’s 2015 Plan to (i) increase the number of shares of common stock that may be issued under the 2015 Plan by 120,000 shares, (ii) eliminate the fixed share cap included in the evergreen provision and (iii) make certain other changes to the 2015 Plan as described in the Proxy Statement were approved. The results of the approval were as follows:

 

FOR

  

AGAINST

  

ABSTAIN

 

BROKER NON-VOTES

1,791,524

  

134,055

  

13,773

 

2,026,295

 

PROPOSAL III: Ratification of Selection of Independent Registered Public Accountants

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2019, 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

3,821,901

  

98,715

  

45,031

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Number

  

Description

 

 

10.1

  

Amended and Restated 2015 Omnibus Equity Incentive Plan

 

2


 

SIGNATURE

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: June 7, 2019

 

By:

 

/s/ MATTHEW T. PLAVAN

 

 

Name:

 

Matthew T. Plavan

 

 

Title:

 

Chief Financial Officer

 

3

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