Arcadia Biosciences Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

5950 Sherry Lane, Suite 215

Dallas, TX 75225

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Tuesday, June 25, 2024

Dear Stockholders of Arcadia Biosciences, Inc.:

We are pleased to invite you to attend our 2024 Annual Meeting of Stockholders to be held virtually on Tuesday, June 25, 2024 at 1:00 p.m. Central Time (the “virtual Annual Meeting”). At the virtual Annual Meeting, we will ask you to consider the following proposals:

•

To elect two (2) Class III directors;

•

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2024;

•

To approve an amendment to our 2015 Omnibus Equity Incentive Plan ("2015 Plan") to increase the number of shares of common stock that may be issued under the 2015 Plan by 200,000 shares and to increase the annual award limits;

•

To approve, on a nonbinding advisory basis, the compensation of our named executive officers; and

•

To transact such other business that may properly come before the virtual Annual Meeting or any adjournment or postponement thereof.

This year’s annual meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the annual meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RKDA2024 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials.

Our Board of Directors has fixed the close of business on May 1, 2024 as the record date for the virtual Annual Meeting. Stockholders of record as of May 1, 2024 may vote at the virtual Annual Meeting or any postponements or adjournments of the meeting. This notice of annual meeting, proxy statement, and form of proxy are being made available on or about May 16, 2024.

Your vote is important. Whether or not you plan to participate in the meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.

Sincerely,

Thomas J. Schaefer

Chief Financial Officer & Corporate Secretary

Davis, California

May 16, 2024

Whether or not you expect to participate in the virtual Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your shares may be represented at the virtual Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Stockholder Meeting To Be Held on June 25, 2024: This Proxy Statement, along with the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, is available at the following website: www.proxyvote.com.

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Tuesday, June 25, 2024

TABLE OF CONTENTS

iii

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Central Time on Tuesday, June 25, 2024

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 2024 Annual Meeting of stockholders of Arcadia Biosciences, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the "virtual Annual Meeting"). The Annual Meeting will be held virtually on Tuesday, June 25, 2024 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 virtual Annual Meeting can be accessed via the internet at www.virtualshareholdermeeting.com/RKDA2024 where you will be able to listen to the meeting live, submit questions, and vote online.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report is first being mailed on or about May 16, 2024 to all stockholders entitled to vote at the virtual Annual Meeting.

THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT

BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF

THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD

READ THIS ENTIRE PROXY STATEMENT CAREFULLY.