Current Report Filing (8-k)
June 07 2019 - 4:23PM
Edgar (US Regulatory)
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
|
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
Arcadia Biosciences (NASDAQ:RKDA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Arcadia Biosciences (NASDAQ:RKDA)
Historical Stock Chart
From Apr 2023 to Apr 2024