FPI Farmland Partners Inc

PROXY STATEMENT

ABOUT THE MEETING

Why am I receiving this Proxy Statement?

        This Proxy Statement contains information related to the solicitation of proxies for use at our 2017 Annual Meeting of Stockholders, to be held at the Company's offices, located at 4600 S. Syracuse Street, Suite 1450, Denver, Colorado 80237, on May 3, 2017, at 8:00 a.m. Mountain Time, for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. This solicitation is made by Farmland Partners Inc. on behalf of our Board of Directors (also referred to as the "Board" in this Proxy Statement). "We," "our," "us" and the "Company" refer to Farmland Partners Inc.

        We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders of record on March 13, 2017. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about March 23, 2017, we intend to make this Proxy Statement and accompanying form of proxy card available on the Internet and to mail the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.

        The Notice, this Proxy Statement, accompanying form of proxy card and our Annual Report to Stockholders/Form 10-K for the fiscal year ended December 31, 2016 are available at http://www.proxyvote.com. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

What am I being asked to vote on?

        You are being asked to vote on the following proposals:

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Proposal 1 (Election of Directors) :  The election of the eight director nominees named in this Proxy Statement, each for a term expiring at the 2018 annual meeting of stockholders (the "2018 Annual Meeting"), and until their successor is duly elected and qualifies;



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Proposal 2 (Ratification of PricewaterhouseCoopers LLP) :  The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017;



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Proposal 3 (Approval of the Second Amended and Restated 2014 Equity Incentive Plan) :  The approval of the Company's Second Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan (the "Second Amended Plan"); and



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To transact any other business that may properly come before the Annual Meeting or any adjournment(s) or postponements of the Annual Meeting.

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What are the Board's voting recommendations?

        The Board recommends that you vote as follows:

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Proposal 1 (Election of Directors) :  "FOR" each of the Board nominees for election as directors;



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Proposal 2 (Ratification of PricewaterhouseCoopers LLP) :  "FOR" the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017; and



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Proposal 3 (Approval of the Second Amended Plan) :  "FOR" the approval of the Second Amended Plan.

Who is entitled to vote at the Annual Meeting?

        Only holders of record of our common stock, par value $0.01 per share (our "Common Stock"), at the close of business on March 13, 2017, the record date for the Annual Meeting (the "Record Date"), are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting. Our Common Stock constitutes the only class of securities entitled to vote at the Annual Meeting.

What are the voting rights of stockholders?

        Each share of our Common Stock outstanding on the Record Date entitles its holder to cast one vote on each matter to be voted on.

        No dissenters' rights are provided under the Maryland General Corporation Law, our charter or our bylaws with respect to any of the proposals described in this Proxy Statement.

Who can attend the Annual Meeting?

        All holders of our Common Stock at the close of business on the Record Date (March 13, 2017), or their duly appointed proxies, are authorized to attend the Annual Meeting. Admission to the meeting will be on a first-come, first-served basis. If you attend the meeting, you may be asked to present valid photo identification, such as a driver's license or passport, before being admitted. Cameras, recording devices and other electronic devices will not be permitted at the meeting. For directions to the Annual Meeting, contact our Secretary at (720) 452-3100.

        Please also note that if you are the beneficial owner of shares held in "street name" (that is, through a bank, broker or other nominee), you will need to bring a copy of the brokerage statement reflecting your share ownership as of the Record Date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

        Many stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

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Stockholder of record.   If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record of those shares and the Notice is being sent directly to you by us.



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Beneficial owner of shares held in street name.   If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in "street name," and the Notice is being forwarded to you by your broker or nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to vote your shares and are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may

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not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy from the organization that holds your shares.

What will constitute a quorum at the Annual Meeting?

        The presence at the meeting, in person or by proxy, of the holders of a majority of our Common Stock outstanding on the Record Date (March 13, 2017) will constitute a quorum, permitting the stockholders to conduct business at the meeting. We will include abstentions and broker non-votes in the calculation of the number of shares considered to be present at the meeting for purposes of determining the presence of a quorum at the meeting. As of the Record Date, there were 32,319,137 shares of our Common Stock outstanding.

        If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit solicitation of additional proxies. The chairperson of the Annual Meeting shall have the power to adjourn the Annual Meeting.

What are broker non-votes?

        Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the Annual Meeting. If that happens, the nominees may vote those shares only on matters deemed "routine" by the New York Stock Exchange (the "NYSE"), the exchange on which shares of our Common Stock are listed. On non-routine matters, nominees cannot vote without instructions from the beneficial owner, resulting in a so-called "broker non-vote."

        Proposal 2 (ratification of PricewaterhouseCoopers LLP) is the only proposal that is considered "routine" under the NYSE rules. If you are a beneficial owner and your shares are held in the name of a broker or other nominee, the broker or other nominee is permitted to vote your shares on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017, even if the broker or other nominee does not receive voting instructions from you.

        Under NYSE rules, Proposal 1 (Election of Directors) and Proposal 3 (Approval of the Second Amended Plan) are considered "non-routine" proposals. Consequently, if you do not give your broker or other nominee voting instructions, your broker or other nominee will not be able to vote on these proposals, and broker non-votes may exist with respect to the election of directors and the approval of the Second Amended Plan.

How many votes are needed for the proposals to pass?

        The proposals to be voted on at the Annual Meeting have the following voting requirements:

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Proposal 1 (Election of Directors) :  Directors are elected by plurality vote. There is no cumulative voting in the election of directors. Therefore, the eight director nominees receiving the highest number of "FOR" votes will be elected. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.



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Proposal 2 (Ratification of PricewaterhouseCoopers LLP) :  The affirmative vote of a majority of the votes cast once a quorum has been established is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017. For purposes of the vote on the ratification of

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PricewaterhouseCoopers LLP as our independent registered public accounting firm, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

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Proposal 3 (Approval of the Second Amended Plan) :  The affirmative vote of a majority of the votes cast once a quorum has been established is required to approve the Second Amended Plan. For purposes of the vote on the approval of the Second Amended Plan, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. To satisfy the voting requirement under Section 162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended (the "Code"), the proposal must be approved by a majority of the votes cast on the proposal.

Will any other matters be voted on?

        As of the date of this Proxy Statement, we are not aware of any matters that will come before the Annual Meeting other than those disclosed in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy card will vote the shares represented by the proxies on the other matters in the manner recommended by the Board, or, if no such recommendation is given, in the discretion of the proxy holders.

How do I vote?

        If you are a registered stockholder, you may submit your proxy by U.S. mail, Internet or telephone by following the instructions in the Notice. If you requested a paper copy of the proxy materials, you also may submit your completed proxy card by mail by following the instructions included with your proxy card. The deadline for submitting your vote by Internet or telephone is 11:59 a.m. Eastern Time on the day before the date of the Annual Meeting. The designated proxy holders named in the proxy card will vote according to your instructions. You may also attend the Annual Meeting and vote in person.

        If you are a street name or beneficial stockholder because your shares are held in a brokerage account or by a bank or other nominee, your broker or nominee firm will provide you with the Notice. Follow the instructions on the Notice to access our proxy materials and vote by Internet or to request a paper or email copy of our proxy materials. If you receive these materials in paper form, the materials include a voting instruction card so that you can instruct your broker or nominee how to vote your shares.

        If you sign and submit your proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with the Board's recommendations specified above under "What are the Board's voting recommendations?" and in accordance with the discretion of the proxy holders with respect to any other matters that may be voted upon at the Annual Meeting.

If I plan to attend the Annual Meeting, should I still vote by proxy?

        Yes. Voting in advance does not affect your right to attend the Annual Meeting. If you send in your proxy card and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote. Written ballots will be available at the meeting for stockholders of record. Beneficial owners of shares held in street name who wish to vote in person at the Annual Meeting must request a legal proxy from the organization that holds their shares and bring that legal proxy to the Annual Meeting.

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How are proxy card votes counted?

        If the proxy card is properly signed and returned to us, and not subsequently revoked, it will be voted as directed by you. Unless contrary instructions are given, the persons designated as proxy holders on the proxy card will vote: "FOR" the election of all nominees for the Board named in this Proxy Statement; "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017; "FOR" the approval of the Second Amended Plan; and as recommended by the Board with regard to any other matters that may properly come before the Annual Meeting, or, if no such recommendation is given, in their own discretion.

May I revoke my vote after I return my proxy card?

        Yes. You may revoke a previously granted proxy and change your vote at any time before the taking of the vote at the Annual Meeting by (i) filing with our Secretary a written notice of revocation or a duly executed proxy bearing a later date or (ii) attending the Annual Meeting and voting in person.

Who pays the costs of soliciting proxies?

        We will pay the costs of soliciting proxies, including preparation and mailing of the Notice, preparation and assembly of this Proxy Statement, the proxy card and the Annual Report to Stockholders/Form 10-K for fiscal year 2016, coordination of the Internet and telephone voting process, and any additional information furnished to you by the Company. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our Common Stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of shares of our Common Stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by Internet and mail may be supplemented by telephone, facsimile, or personal solicitation by our directors, officers or other regular employees.

What are the implications of being an "emerging growth company"?

        We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, enacted on April 5, 2012 (the "JOBS Act"). For as long as we are an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding stockholder advisory "say-on-pay" votes on executive compensation and stockholder advisory votes on golden parachute compensation.

        Under the JOBS Act, we will remain an "emerging growth company" until the earliest of:

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the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;



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the last day of the fiscal year following the fifth anniversary of our initial public offering;



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the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and



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the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (we will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in

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outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months; the value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter).

         You should rely only on the information provided in this Proxy Statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.

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PROPOSALS TO BE VOTED ON

Proposal 1: Election of Directors

        The Board is currently comprised of eight directors, all of whom have terms expiring at the Annual Meeting. The nominees, all of whom are currently serving as directors of the Company, have been recommended by the Board for re-election to serve as directors for one-year terms until the 2018 Annual Meeting and until their successors are duly elected and qualify. Based on its review of the relationships between the director nominees and the Company, the Board has affirmatively determined that the following directors are "independent" directors under the rules of the NYSE and under applicable rules of the Securities and Exchange Commission (the "SEC"): Messrs. Jay B. Bartels, D. Dixon Boardman, John C. Conrad, Chris A. Downey, Thomas S.T. Gimbel, Joseph W. Glauber and Darell D. Sarff. Messrs. Boardman and Gimbel joined the Board in connection with the closing of our merger with American Farmland Company ("AFCO") on February 2, 2017.

        The Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our bylaws, decrease the size of the Board.

        Set forth below are descriptions of the backgrounds and principal occupations of each of our directors, and the period during which he has served as a director.

        Jay B. Bartels.     Mr. Bartels has served as a director since our initial public offering on April 16, 2014. Since 2010, Mr. Bartels has served as the Chief Executive Officer and President and a member of the board of directors of Trendmojo, Inc., a technology development company, and as the President and a member of the board of directors of Bonsai Development Corp, a California-based software company. In addition, since 2005, he has served as a partner and a member of the board of directors of Germinator, Inc., a California-based seed fund that advises and invests in early-stage technology companies. Mr. Bartels also has served as a member of the board of directors of ProWebSurfer, Inc., which focuses on new media and online advertising, since 2006. From 2008 to 2012, Mr. Bartels was the Chief Operating Officer of CollabRx, a privately held company that focuses on healthcare data research. Mr. Bartels holds a B.S. in Mathematics and Statistics from the University of California at Berkeley.

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        Based on his extensive experience as an investor, advisor and manager of a variety of businesses and his demonstrated leadership abilities, strong knowledge of our business and financial expertise, we have determined that Mr. Bartels should serve as a director.

        D. Dixon Boardman     Mr. Boardman has served as a director since the closing of our merger with AFCO on February 2, 2017. Mr. Boardman served as the Chairman of the board of directors of AFCO from AFCO's inception in 2009 until the closing of the merger. Mr. Boardman is the founder and Chief Executive Officer of Optima Fund Management LLC, a multi-disciplined hedge fund management firm that is SEC-registered and has assets under management of $2.9 billion, having launched its flagship fund in 1988. Prior to forming Optima Fund Management LLC, Mr. Boardman advised high net worth individuals at UBS PaineWebber, a global financial services firm, as a member of the Chairman's Council and earlier as a Senior Vice President at Kidder, Peabody, a U.S.-based securities firm. In addition, Mr. Boardman has served as Chairman of the Special Projects Committee of Memorial Sloan Kettering Cancer Center and is currently a member of the President's Council of Memorial Sloan Kettering Cancer Center. He is also a member of the Executive Committee of New York Presbyterian-Weill Cornell Council. Mr. Boardman is also a director of Florida Crystals Corporation and a director of Kadmon Corporation, and is an Advisory Board director of J. C. Bamford Excavators Limited.

        Based on his familiarity with the farms acquired in the AFCO transaction, extensive experience in the real estate industry, his finance expertise and his past public company experience, we have determined that Mr. Boardman should serve as a director.

        Chris A. Downey.     Mr. Downey has served as a director since our initial public offering on April 16, 2014. Mr. Downey has over 30 years of experience in land development, financial management and management consulting. Since 1998, Mr. Downey has been a principal at Stirling Development, a real estate development company he co-founded. Mr. Downey previously worked for a private real estate company and directed several large-scale master planned community development projects from acquisition through zoning, entitlement, financing, infrastructure and build-out. Mr. Downey is a former CPA and previously was a management consultant with Arthur Young & Company, where he directed the firm's financial planning and controls practice in Orange County, California. Mr. Downey also worked in the medical device operations of Fiat S.p.A. in California and Italy in both line and staff positions. Mr. Downey currently serves on the finance committee of Memorial Health Services, a not-for-profit health system in Southern California. Mr. Downey holds a B.A. degree in Chemistry from the University of California at Irvine, and an M.B.A. from the Anderson School of Management at the University of California at Los Angeles.

        Based on his demonstrated leadership abilities, extensive experience in the real estate industry and his finance and accounting expertise, we have determined that Mr. Downey should serve as a director.

        John C. Conrad.     Mr. Conrad has served a director since March 2016. Mr. Conrad currently engages in consulting services for a major US bank group for recapture of distressed assets. Since 2005, Mr. Conrad has been a principal at JB Consumer Products Group, LLC, a company that Mr. Conrad started to import graphite products into the United States. Since 2007, Mr. Conrad has served as a partner of JB Green Environmental Group, a company engaged in construction projects in Mongolia. Additionally, since 2013, Mr. Conrad has served as the Managing Partner of Global Consulting & Development LLC, a dairy health organization. Pursuant to the Security Holders Agreement, dated as of March 2, 2016, by and among the Company and each of the sellers of the Forsythe farms (the "Security Holders Agreement"), Mr. Conrad was designated to serve on the Board by Gerald R. Forsythe.

        Based on his experience as an advisor and manager of multiple businesses, we have determined that Mr. Conrad should serve as a director.

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        Thomas S.T. Gimbel     Mr. Gimbel has served as a director since the closing of our merger with AFCO on February 2, 2017. Mr. Gimbel served as AFCO's Chief Executive Officer from the completion of AFCO's initial public offering until the closing of the merger. He also served as Vice President and a director of AFCO from AFCO's inception in 2009 until the closing of the merger. Mr. Gimbel is Executive Managing Director of Optima Fund Management LLC, a multi-disciplined hedge fund management firm that is SEC-registered and has assets under management of $2.9 billion, which he joined in 2004. Prior to joining Optima Fund Management LLC, Mr. Gimbel was Managing Director for Hedge Fund Investments at Credit Suisse Asset Management, LLC, an investment management firm. Prior to joining Credit Suisse, Mr. Gimbel was head of the Hedge Fund Department at Donaldson, Lufkin & Jenrette, which provided investment banking and security brokerage services prior to being acquired by Credit Suisse. Earlier in his career, Mr. Gimbel was Vice President and Treasurer of Smith Barney's real estate acquisition and syndication subsidiary. He is also a member of the board of directors and Investment Committee of Lighthouse Guild, the Board of Overseers of Children's Hospital in Boston and a director of Prime Energy Corporation. Mr. Gimbel has a B.A. in economics from Bowdoin College and an M.B.A. in finance from Columbia Business School.

        Based on his familiarity with the farms acquired in the AFCO transaction, extensive experience in the real estate industry, his finance expertise and his past public company experience, we have determined that Mr. Gimbel should serve as a director.

        Joseph W. Glauber.     Dr. Glauber has served as a director since February 2015. Dr. Glauber served as the Chief Economist of the U.S. Department of Agriculture (the "USDA") from 2008 to 2014 and as Deputy Chief Economist of the USDA from 1992 to 2007. Dr. Glauber has been active in the agriculture industry since the early 1980s and began working for the USDA in 1984. In addition, Dr. Glauber chaired the Federal Crop Insurance Corporation Board of Directors from 2008 to 2014, served as the chief U.S. agricultural negotiator in the WTO Doha Round from 2007 to 2009 and served on the President's Council of Economic Advisors from 1991 to 1992. Dr. Glauber is currently a senior research fellow at the International Food Policy Research Institute and, over the course of his career, has written numerous articles about the agricultural industry that have been published in academic and trade journals. Dr. Glauber received an A.B. in Anthropology from the University of Chicago and a Ph.D. in Agricultural Economics from the University of Wisconsin.

        Based on his extensive knowledge of agricultural economics and the agricultural industry as a whole, we have determined that Dr. Glauber should serve as a director.

        Paul A. Pittman.     Mr. Pittman has served as our Executive Chairman and Chief Executive Officer since the formation of our company. He also served as our President from the formation of our company until February 2017. From 2008 to 2015, Mr. Pittman served as the President of American Agriculture Corporation and Pittman Hough Farms LLC. Mr. Pittman served as the Chief Administrative Officer and Executive Vice President of Jazz Technologies, Inc., a semiconductor foundry, from March 2007 to September 2008 and its Chief Financial Officer from February 2007 to September 2008. Mr. Pittman also served as the Principal Accounting Officer of Jazz Technologies, Inc. From December 2004 to March 2006, he served as Partner and Head of Mergers & Acquisitions at ThinkEquity Partners LLC. From April 2000 to January 2003, he served as the President, Chief Executive Officer and Chief Operating Officer of HomeSphere, Inc., an enterprise software company, and TheJobsite.com, which merged into HomeSphere. Before TheJobsite.com, he worked in senior investment banking roles for ten years at Merrill Lynch & Co., and prior to that with Wasserstein Perella Co. From March 1997 to February 2000, he served as Head of Emerging Markets M&A at Merrill Lynch in London, where he was responsible for origination and execution of all M&A business in the region (Eastern Europe, the Middle East, the Former Soviet Union and Africa). Prior to Merrill Lynch & Co., he served as Director of M&A at Wasserstein Perella & Co. in New York and London. Mr. Pittman began his career at Sullivan & Cromwell as an Associate in Mergers and Acquisitions. He has been involved with the residential construction industry for more than 20 years as both a developer

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and builder and has also served as the general contractor and developer of several condominium and custom home projects. He served as a Director of HomeSphere, Inc., and TheJobsite.com from April 2000 to January 2003. Mr. Pittman graduated from the University of Illinois with a B.S. degree in Agriculture, received a Masters in Public Policy from Harvard University, and a J.D. with Honors from the University of Chicago Law School.

        Based on his knowledge of the Company, its business and properties, his past public company experience, his background in finance and his experience in the real estate industry, including acquiring and managing farmland, we have determined that Mr. Pittman should serve as the Executive Chairman of the Board.

        Darell D. Sarff.     Mr. Sarff has served as a director since our initial public offering on April 16, 2014. Mr. Sarff has been the owner and operator of a diversified grain and vegetable farm in Mason County, Illinois since 1970. Mr. Sarff served as Chairman of the State Committee of Farm Service Agency of the State of Illinois from 2009 to 2014. During that time he oversaw the USDA's Federal Farm Service Agency programs for the State of Illinois. In addition, since 1996, Mr. Sarff has been an owner and managing broker of Kennedy-Sarff Real Estate, LLC and Prairieland Gold Real Estate, in Havana, Illinois. From 1997 until 2013, Mr. Sarff also served as director of Pro-Fac Cooperative Inc., which was a publicly traded agricultural cooperative located in Rochester, New York, that supplied fruits, vegetables and popcorn to food processors. Mr. Sarff also served on the board of directors of the Illinois Farm Bureau from 1986 to 1996. Mr. Sarff holds an associate's degree in agriculture from Illinois Central College.

        Based on his experience in executive roles, including his service as a director on a publicly traded agricultural cooperative, and his extensive experience in agricultural real estate and farming operations, we have determined that Mr. Sarff should serve as a director.

Vote Required and Recommendation

        Directors are elected by plurality vote. Therefore, the eight individuals with the highest number of affirmative votes will be elected to the eight directorships. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES SET FORTH ABOVE.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

        The Audit Committee of the Board, which is composed entirely of independent directors, has appointed PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2017. After careful consideration of the matter and in recognition of the importance of this matter to our stockholders, the Board has determined that it is in the best interests of the Company and our stockholders to seek the ratification by our stockholders of our Audit Committee's selection of our independent registered public accounting firm. A representative of PwC will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Vote Required and Recommendation

        The affirmative vote of the holders of a majority of all the votes cast at the Annual Meeting with respect to the matter is necessary for the approval of the ratification of the appointment of PwC as our independent registered public accounting firm. For purposes of vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote. Even if the appointment of PwC as our independent registered public accounting firm is ratified, the Audit Committee may, in

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its discretion, change that appointment at any time during the year should it determine such a change would be in our and our stockholders' best interests. In the event that the appointment of PwC is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm, but will not be required to appoint a different firm.

Pre-Approval Policies and Procedures

        The Audit Committee's policy is to review and pre-approve, either pursuant to the Company's Audit and Non-Audit Services Pre-Approval Policy (the "Pre-Approval Policy") or through a separate pre-approval by the Audit Committee, any engagement of the Company's independent auditor to provide any audit-related and non-audit services to the Company. Pursuant to the Pre-Approval Policy, which the Audit Committee reviews and reassesses periodically, a list of specific services within certain categories of services, including audit, audit-related and tax services, are specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by us for each category of pre-approved services. Any service that is not included in the approved list of services must be separately pre-approved by the Audit Committee. In addition, the Audit Committee may delegate authority to its chairperson to pre-approve engagements for the performance of audit-related and non-audit services. Additionally, all audit-related and non-audit services in excess of the pre-approved fee level, whether or not included on the pre-approved list of services, must be separately pre-approved by the Audit Committee. The Audit Committee has delegated authority to its chairperson to pre-approve engagements for the performance of audit and non-audit services, for which the estimated cost for such services shall not exceed $100,000 in the aggregate for any calendar year. The chairperson must report all pre-approval decisions to the Audit Committee at its next scheduled

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meeting and provide a description of the terms of the engagement. During the year ended December 31, 2016, 100% of the services provided by PwC were pre-approved under the Pre-Approval Policy.

Proposal 3: Approval of the Second Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan

        At the Annual Meeting, stockholders will be asked to approve the Second Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan (the "Second Amended Plan"), which was adopted, subject to stockholder approval, by the Board in February 2017. The Second Amended Plan reflects the following amendments to the Company's First Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan (the "First Amended Plan"), which are subject to stockholder approval:

•

Increase in Aggregate Share Limit .  The Second Amended Plan authorizes a 650,781 share increase in the number of shares our common stock available for award grants under the First Amended Plan to an aggregate of 1,265,851 shares. The 650,781 share increase represents approximately 2.0% of the combined total of the outstanding shares of our common stock and units of limited partnership interest ("OP units") of Farmland Partners Operating Partnership, LP, the Company's operating partnership subsidiary (the "Operating Partnership"), as of March 20, 2017.



•

Extension of Term of First Amended Plan .  The Second Amended Plan extends the term of the First Amended Plan to 2027.



•

Limit on Non-Employee Director Compensation .  The Second Amended Plan includes an annual limit on non-employee director compensation. See "—Description of the Equity Incentive Plan—Non-Employee Director Limit."

Background of the Second Amended Plan

        Our Board of Directors adopted, and our initial stockholder approved, our 2014 Equity Incentive Plan (the "Equity Incentive Plan") for the purpose of attracting and retaining non-employee directors, executive officers and other key employees and service providers, including officers and employees of our affiliates, and to stimulate their efforts toward our continued success, long-term growth and profitability. The Equity Incentive Plan, including as amended and restated, provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into OP units.

        The Equity Incentive Plan adopted at the time of our initial public offering provided that the number of shares of our common stock that could be issued pursuant to awards under the Equity Incentive Plan was equal to 6% of the total number of shares of our common stock issued in our initial public offering, which was completed on April 16, 2014. In connection with our initial public offering, we issued and sold an aggregate of 3,800,000 shares of our common stock. As a result, in accordance with the Equity Incentive Plan, 228,000 shares, or 6% of the total number of shares of our common stock sold in our initial public offering, were eligible for issuance pursuant to awards under the Equity Incentive Plan.

        The Board of Directors adopted, and our stockholders approved, the First Amended Plan on May 5, 2015 at our 2015 Annual Meeting to increase the aggregate share limit to 615,070 on the belief that the number of shares then available under the Equity Incentive Plan did not give the Company sufficient authority and flexibility to adequately provide for future incentives.

        During the period commencing upon the completion of our initial public offering on April 16, 2014 and ending as of the date of this Proxy Statement, an aggregate of 515,851 shares of our common

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stock were and remain outstanding under the First Amended Plan, after giving effect to forfeitures of shares to the Company. Accordingly, as of the date of this Proxy Statement, only 99,219 shares of our common stock are available for future issuance under the First Amended Plan.

        Stockholder approval of the Second Amended Plan is also being sought to satisfy the stockholder approval requirement under Section 162(m). Approval of this proposal will constitute stockholder approval for this purpose. Section 162(m) places a limit of $1 million on the amount a publicly-traded corporation may deduct in any one year for compensation paid to its chief executive officer and certain other of its most highly compensated executive officers. Compensation that qualifies as performance-based compensation for purposes of Section 162(m) is not subject to this deductibility limit. For awards to qualify for this exception, shareholders must approve the material terms of the plan under which the awards are paid. For this purpose, the material terms of the plan include (i) the plan's eligibility provisions, (ii) a description of the business criteria on which the performance goals are based, and (iii) the maximum amount of compensation that can be paid to any one person under the plan during a specified period. This information is provided in the description of the Second Amended Plan that follows. See the additional discussion below regarding Section 162(m) and its non-applicability to certain non-corporate entities. The rules and regulations promulgated under Section 162(m) are complicated and subject to change from time to time, sometimes with retroactive effect. Additionally, a number of requirements must be met in order for particular compensation to so qualify and we may choose to grant awards that do not qualify for the performance-based compensation exemption. There can be no assurance that any compensation awarded or paid under the plan will be deductible under all circumstances. Although we do not believe it is necessary to meet the requirements of the performance-based compensation exception to Section 162(m) due to the structure of our company, out of an abundance of caution, we are, nevertheless, asking stockholders to approve the material terms of the Second Amended Plan to satisfy the Section 162(m) stockholder approval requirements. See "—Description of the Second Amended Plan—Certain U.S. Federal Income Tax Consequences—Section 162(m)"

Discussion of the Increase in Aggregate Share Limit

        The Board approved the additional share authority requested under the Second Amended Plan based on its belief that the number of shares currently available under the First Amended Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives. In light of the continued growth of the Company's property portfolio, the Board believes that the ability to grant equity awards is a necessary and powerful recruiting and retention tool for the Company to obtain the quality directors, officers and employees it needs to move its business forward.

        The Compensation Committee (which administers the First Amended Plan) recognizes its responsibility to strike a balance between stockholder concerns regarding the potential dilutive effect of equity awards and the ability to attract, retain and reward directors, officers and employees whose contributions are critical to the long-term success of the Company. The Compensation Committee anticipates that the additional shares requested will fund the equity compensation program through the end of the fiscal year ending December 31, 2020.

        The Compensation Committee believes that the additional shares are necessary for the Company to offer a competitive equity incentive program. The First Amended Plan is the Company's only active equity incentive plan and the current number of shares remaining available for grant is insufficient to provide any meaningful recruitment or retention benefit to prospective or current directors, officers and employees. If stockholders do not approve the proposed increase in shares authorized under the First Amended Plan, the Company likely will be precluded from successfully attracting and retaining the best possible talent.

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Description of the Second Amended Plan

        The complete text of the Second Amended Plan is set forth as Appendix A hereto. The following is a summary of the material features of the Second Amended Plan and is qualified in its entirety by reference to Appendix A. A marked copy of the Second Amended Plan that shows the changes to the First Amended Plan is set forth as Appendix B hereto. For ease of reference, the marked copy of the Second Amended Plan shows the deleted text in strikethrough format and added text underlined.

        The Second Amended Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into OP units.

        Administration of Our Second Amended Plan.     Our Second Amended Plan is administered by our Compensation Committee. Each member of our Compensation Committee that administers our Second Amended Plan is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, an "outside director" for purposes of Section 162(m) and "independent" within the meaning of the NYSE listing rules and the rules and regulations of the SEC. Our Compensation Committee determines eligibility for and designates participants of our Second Amended Plan, determines the type and amount of awards to be granted, determines the timing, terms, and conditions of any award (including the exercise price), and makes other determinations and interpretations as provided in our Second Amended Plan. All decisions and interpretations made by our Compensation Committee with respect to our Second Amended Plan are binding on us and participants. During any period of time in which we do not have a Compensation Committee, our Second Amended Plan will be administered by our Board of Directors or another committee appointed by our Board of Directors. References below to our Compensation Committee include a reference to our Board of Directors or another committee appointed by our Board of Directors for those periods in which our Board of Directors or such other committee is acting.

        Eligible Participants.     All of our employees and the employees of our subsidiaries and affiliates, including our Operating Partnership, are eligible to receive awards under our Second Amended Plan. In addition, our non-employee directors, consultants and advisors who perform services for us and our subsidiaries and affiliates may receive awards under our Second Amended Plan. Incentive stock options, however, are only available to our employees. As of March 20, 2017, we had 18 employees, seven non-employee directors and no consultants or advisors. Selection for receipt of an award would be based on our determination of whether the award will further the intended purposes of the Second Amended Plan. Award determinations are discretionary, not formulaic. Consequently, the awards that would be made to eligible persons under the Second Amended Plan, if it is approved by stockholders, are not currently determinable.

        Share Authorization.     The maximum aggregate number of shares that may be issued pursuant to awards under the Second Amended Plan is 1,265,851 shares (including an aggregate of 515,851 shares of common stock underlying outstanding awards under the First Amended Plan, after giving effect to forfeitures of shares to the Company). Each LTIP unit awarded under the Second Amended Plan will be equivalent to an award of one share for purposes of reducing the number of shares available for issuance. The closing price of a share of our common stock on the NYSE on March 20, 2017 was $10.85.

        Each share and each LTIP unit issued pursuant to an award will reduce the number of shares available for issuance under the Second Amended Plan by one (1) share. If any award granted under the Second Amended Plan expires, terminates, of is settled in cash (in whole or in part) or otherwise is forfeited or canceled for any reason before it has vested or been exercised in full, the shares or LTIP units subject to such award will, to the extent of such expiration, cash settlement, forfeiture, or

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termination, again be available for awards under the Second Amended Plan. If an SAR that is to be settled in shares is exercised, in whole or in part, the number of shares deemed to have been issued under the Second Amended Plan will be the full number of shares that were subject to the SAR or portion thereof that was exercised, and not the net number of shares actually issued upon the settlement of the SAR. The number of shares available for issuance under the Second Amended Plan will not be increased by (a) any shares tendered or withheld in connection with the purchase of shares upon exercise of an option, (b) any shares deducted, withheld or delivered from an award in connection with tax withholding obligations, or (c) any shares we purchase with proceeds from option exercises. In connection with stock splits, distributions, recapitalizations and certain other events, our Board of Directors or Compensation Committee will make proportionate adjustments that it deems appropriate in the aggregate number of shares of common stock that may be issued under the Second Amended Plan and the terms of outstanding awards.

        Limitations on Grants in any Calendar Year.     Awards intended to qualify for the performance-based compensation exemption under Section 162(m) are subject to the following limitations:

•

the maximum number of shares subject to options or SARs that can be granted to any person in any calendar year is 1,000,000 shares;



•

the maximum number of shares that can be granted pursuant to an award, other than an option or SAR, to any person in any calendar year is 1,000,000 shares; and



•

the maximum amount that may be paid as an annual incentive award in a calendar year to any person is $5,000,000 and the maximum amount that may be paid in respect of a cash-settled performance award granted to any person in any calendar year is $5,000,000.

        Non-Employee Director Limit.     The combined maximum number of shares and LTIP units subject to awards granted during any calendar year to any non-employee director, taken together with any cash fees paid during the calendar year in respect of the non-employee director's service as a member of the Board of Directors (including service as a member or chair of any regular committees of the Board of Directors), may not exceed $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The Compensation Committee may make exceptions to this limit for a non-executive chair of the Board of Directors or, in extraordinary circumstances, for other individual directors, as it may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.

        Prohibition on Repricing without Stockholder Approval.     Except in connection with certain corporate transactions, no amendment or modification may be made to an outstanding stock option or stock appreciation right, including by replacement with or substitution of another award type, that would be treated as a repricing under applicable stock exchange rules or would replace stock options or stock appreciation rights with cash, in each case without the approval of the stockholders (although appropriate adjustments may be made to outstanding stock options and stock appreciation rights to achieve compliance with applicable law, including the Code).

        Stock Options.     The Second Amended Plan authorizes our Compensation Committee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as incentive stock options. The exercise price of each option will be determined by our Compensation Committee, provided that the price cannot be less than 100% of the fair market value of shares of our common stock on the date on which the option is granted. If we were to grant incentive stock options to any 10% stockholder, the exercise price may not be less than 110% of the fair market value of our shares of common stock on the date of grant.

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        The term of an option cannot exceed ten years from the date of grant. If we were to grant incentive stock options to any 10% stockholder, the term cannot exceed five years from the date of grant. Our Compensation Committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments. The vesting and exercisability of options may be accelerated by our Compensation Committee. The exercise price of an option may not be amended or modified after the grant of the option, and an option may not be surrendered in consideration of or exchanged for or substituted for a grant of a new option having an exercise price below that of the option which was surrendered or exchanged or substituted for without stockholder approval.

        The exercise price for any option is generally payable (i) in cash or cash equivalents, (ii) to the extent the award agreement provides, by the surrender of shares of common stock (or attestation of ownership of such shares) with an aggregate fair market value, on the date on which the option is exercised, of the exercise price, (iii) to the extent the award agreement provides, by payment through a broker in accordance with procedures set forth by us or (iv) to the extent the award agreement provides and/or unless otherwise specified in an award agreement, any other form permissible by applicable laws, including net exercise and service to us.

        Share Awards.     Our Second Amended Plan also provides for the grant of share awards, including restricted stock and restricted stock units. A share award is an award of shares of common stock or stock units that may be subject to restrictions on transferability and other restrictions as our Compensation Committee determines in its sole discretion on the date of grant. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise, as our Compensation Committee may determine. Restricted stock units are contractual promises to deliver shares of common stock in the future and may be settled in cash, shares, other securities or property (as determined by our Compensation Committee) upon the lapse of restrictions applicable to the award and otherwise in accordance with the award agreement. A participant who receives restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares, except that our Compensation Committee may require any dividends to be reinvested in shares. A participant who receives restricted stock units will have no rights of a stockholder with respect to the restricted stock units but may be granted the right to receive dividend equivalent rights. During the period, if any, when share awards are non-transferable or forfeitable, a participant is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating or otherwise encumbering or disposing of his or her award shares

        Stock Appreciation Rights.     Our Second Amended Plan authorizes our Compensation Committee to grant stock appreciation rights that provide the recipient with the right to receive, upon exercise of the stock appreciation right, cash, common stock or a combination of the two. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of shares of our common stock on the date of exercise over the shares' fair market value on the date of grant. Stock appreciation rights will become exercisable in accordance with terms determined by our Compensation Committee. Stock appreciation rights may be granted in tandem with an option grant or independently from an option grant. The term of a stock appreciation right cannot exceed ten years from the date of grant.

        Performance Awards.     Our Second Amended Plan also authorizes our Compensation Committee to grant performance awards. Performance awards represent the participant's right to receive a compensation amount, based on the value of our common stock, if performance goals established by our Compensation Committee are met. Our Compensation Committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance

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award. Performance goals may relate to our financial performance, the participant's performance or such other criteria determined by our Compensation Committee. If the performance goals are met, performance awards will be paid in cash, shares of common stock or a combination thereof.

        Under our Second Amended Plan, one or more of the following business criteria, on a consolidated basis, and/or with respect to specified subsidiaries (except with respect to the total stockholder return and earnings per share criteria), will be used by our Compensation Committee in establishing performance goals: Funds from Operations ("FFO"); Adjusted FFO; earnings before any one or more of the following: interest, taxes, depreciation, amortization and/or stock compensation; operating (or gross) income or profit; pretax income before allocation of corporate overhead and/or bonus; operating efficiencies; operating income as a percentage of net revenue; return on equity, assets, capital, capital employed or investment; after tax operating income; net income; earnings or book value per share; financial ratios; cash flow(s); total rental income or revenues; capital expenditures as a percentage of rental income; total operating expenses, or some component or combination of components of total operating expenses, as a percentage of rental income; stock price or total stockholder return, including any comparisons with stock market indices; appreciation in or maintenance of the price of the common stock or any of our publicly-traded securities; dividends; debt or cost reduction; comparisons with performance metrics of peer companies; comparisons of our stock price performance to the stock price performance of peer companies; strategic business objectives, consisting of one or more objectives based on meeting specified cost, acquisition or leasing targets, meeting or reducing budgeted expenditures, attaining division, group or corporate financial goals, meeting business expansion goals and meeting goals relating to leasing, acquisitions, joint ventures or collaborations or dispositions; economic value-added models; or any combination thereof. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, our past performance or the past performance of any of our subsidiaries, operating units, business segments or divisions and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, stockholders' equity and/or shares outstanding, or to assets or net assets. Our Compensation Committee may appropriately adjust any evaluation of performance under the foregoing criteria to exclude any of the following events that occurs during a performance period: asset impairments or write-downs; litigation or claim judgments or settlements; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; any item that is either unusual or infrequent in nature, as determined in accordance with Accounting Standards Codification Topic 225-20 "Extraordinary and Unusual Items," and/or as described and/or in management's discussion and analysis of financial condition and results of operations appearing in our annual report to stockholders for the applicable year; the effect of adverse federal, governmental or regulatory action, or delays in federal, governmental or regulatory action; or any other event either not directly related to our operations or not within the reasonable control of our management.

        Bonuses.     Cash performance bonuses payable under our Second Amended Plan may be based on the attainment of performance goals that are established by our Compensation Committee and relate to one or more performance criteria described in the Second Amended Plan. Cash performance bonuses must be based upon objectively determinable bonus formulas established in accordance with the Second Amended Plan.

        Dividend Equivalents.     Our Compensation Committee may grant dividend equivalents in connection with the grant of any equity-based award. Dividend equivalents may be paid in cash or may be deemed reinvested in additional shares of stock and may be payable in cash, common stock or a combination of the two. To the extent the dividend equivalents are provided with respect to another award that vests or is earned based upon achievement of performance goals, any dividend equivalents

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will not be paid currently, but instead will be paid only to the extent the award vests. Our Compensation Committee will determine the terms of any dividend equivalents.

        Other Equity-Based Awards.     Our Compensation Committee may grant other types of equity-based awards under our Second Amended Plan, including LTIP units. Other equity-based awards are payable in cash, common stock or other equity, or a combination thereof, and may be restricted or unrestricted, as determined by our Compensation Committee. The terms and conditions that apply to other equity-based awards are determined by our Compensation Committee.

        LTIP Units are intended to be profits interests in the Operating Partnership, the rights and features of which, if applicable, are set forth in the agreement of limited partnership for the Operating Partnership (the "Partnership Agreement"). Subject to the terms and provisions of the Second Amended Plan and the Partnership Agreement, the Committee, at any time and from time to time, may grant LTIP Units to participants under the Second Amended Plan in such amounts and upon such terms as the Committee shall determine. LTIP Units must be granted for service to the Operating Partnership.

        Recoupment.     If we adopt a "clawback" or recoupment policy, any awards granted pursuant to our Second Amended Plan will be subject to repayment to us to the extent provided under the terms of such policy. We reserve the right in any award agreement to cause a forfeiture of the gain realized by a recipient if such recipient is in violation of or in conflict with certain agreements with us (including but not limited to an employment or non-competition agreement) or upon termination for "cause" as defined in our Second Amended Plan, applicable award agreement or any other agreement between us or an affiliate and the recipient.

        Change in Control.     If we experience a change in control in which outstanding awards that are not exercised prior to the change in control will not be assumed or continued by the surviving entity: (1) except for performance awards, all restricted stock, LTIP units and restricted stock units will vest and the underlying shares of common stock and all dividend equivalent rights will be delivered immediately before the change in control; or (2) at our Board of Director's or Compensation Committee's discretion, either all options and stock appreciation rights will become exercisable 15 days before the change in control and terminate upon completion of the change in control, or all options, stock appreciation rights, restricted stock and restricted stock units will be cashed out before the change in control. In the case of performance awards denominated in shares or LTIP units, if more than half of the performance period has lapsed, the awards will be converted into restricted stock or restricted stock units based on actual performance to date. If less than half of the performance period has lapsed, or if actual performance is not determinable, the awards will be converted into restricted stock assuming target performance has been achieved.

        In summary, a change in control under our Second Amended Plan occurs if:

•

a person, entity or affiliated group (with certain exceptions) acquires, in a transaction or series of transactions, 50% or more of the total combined voting power of our outstanding securities;



•

the consummation of a merger or consolidation, unless (1) the holders of our voting shares immediately prior to the merger have at least 50.1% of the combined voting power of the securities in the surviving entity or its parent or (2) no person owns 50% or more of the shares of the surviving entity or the combined voting power of our outstanding voting securities;



•

we sell or dispose of all or substantially all of our assets; or



•

individuals who constitute our Board of Directors cease for any reason to constitute a majority of our Board of Directors, treating any individual whose election or nomination was approved by a majority of the incumbent directors as an incumbent director for this purpose.

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        Adjustments for Stock Dividends and Similar Events.     Our Compensation Committee will make appropriate adjustments in outstanding awards, the number of shares available for issuance under the Second Amended Plan, and the annual equity award grant limitations under the Second Amended Plan, to reflect stock splits and other similar events.

        Transferability of Awards.     Except as otherwise permitted in an award agreement or by our Compensation Committee, awards under the Second Amended Plan are not transferable other than by a participant's will or the laws of descent and distribution.

        Term and Amendment.     Our Board of Directors may amend or terminate our Second Amended Plan at any time; provided that no amendment may adversely impair the benefits of participants with respect to outstanding awards without the participants' consent or violate our Second Amended Plan's prohibition on repricing. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Our stockholders also must approve any amendment that changes the no-repricing provisions of the Second Amended Plan. Unless terminated sooner by our Board of Directors, the Second Amended Plan will terminate on the tenth anniversary of its approval by stockholders.

Certain U.S. Federal Income Tax Consequences

        Taxation of Stock Options.     The following summary briefly describes U.S. federal income tax consequences of options generally, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the Second Amended Plan should consult their own professional tax advisors concerning tax aspects of rights under the Second Amended Plan. Nothing in this Proxy Statement is written or intended to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. The discussion below concerning tax deductions that may become available to us under U.S. federal tax law is not intended to imply that we will necessarily obtain a tax benefit or asset from those deductions. Taxation of equity-based payments in other countries is complex, does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.

        With respect to nonqualified stock options, no income for federal income tax purposes will be recognized by the optionee (and no deduction will be permitted) upon the grant of the option. The difference between the option exercise price and the fair market value of the stock on the date the option is exercised will be taxable as ordinary income to the optionee and will be deductible by us on such date. Gain or loss on the subsequent sale of such stock will be eligible for capital gain or loss treatment by the optionee and will have no federal income tax consequences to us.

        With respect to incentive stock options, if the optionee does not make a "disqualifying disposition" of stock acquired on exercise of such option, no income for federal income tax purposes will be recognized by the optionee upon the grant or exercise of the option, except that the amount by which the fair market value of the stock at time of exercise exceeds the option exercise price (the "ISO spread") will be alternative minimum taxable income under the alternative minimum tax rules. In the event of a subsequent sale of the stock received upon exercise that was not a "disqualifying disposition," any amount realized in excess of cost will be taxed as capital gain and any loss sustained will be capital loss. In such case, we will not be entitled to a deduction for federal income tax purposes in connection with the issuance or exercise of the option.

        A "disqualifying disposition" will occur if the optionee makes a disposition of the shares received upon exercise within two years from the date of the granting of the option or within one year after exercise in respect of such shares. If a disqualifying disposition is made, the difference between the option exercise price and the lesser of (i) the fair market value of our stock at the time the option is exercised or (ii) the amount realized upon disposition of the stock will be treated as ordinary income to

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the optionee at the time of disposition and will be allowed as a deduction to us. Any remaining gain realized by the optionee will be taxed as capital gain. A "disqualifying disposition" occurring in a year subsequent to the year of exercise for an amount less than the exercise price will not eliminate the treatment of the ISO spread as an alternative minimum tax preference item of the optionee in the year of exercise.

        Parachute Limitation.     Unless a recipient is party to another agreement that addressed Sections 280G and 4999 of the Code, to the extent any payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a "best pay cap" reduction to the extent necessary so that the executive receives the greater of the (i) net amount of the payment and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the payments and benefits without reduction but with the executive paying the excise tax liability.

        Section 162(m).     Section 162(m) generally precludes a publicly held corporation from a federal income tax deduction for a taxable year for compensation in excess of $1 million paid to certain of its executive officers. Certain performance-based compensation exceptions are available; however, our company is structured such that compensation is deducted at the operating partnership level, not the corporation. The IRS has previously issued a private letter ruling holding that Section 162(m) does not apply to compensation paid to employees of a REIT's operating partnership. Consistent with that ruling, we have taken a position that compensation expense paid and incurred at the operating partnership level is not subject to the Section 162(m) limit. As such, the Compensation Committee does not believe that it is necessary to meet the requirements of the performance-based compensation exception to Section 162(m). As private letter rulings are applicable only for the taxpayer who obtains the ruling, and we have not obtained a private letter ruling addressing this issue, there can be no assurance that the IRS will not challenge our position that Section 162(m) does not apply to compensation paid at the operating partnership level. Out of an abundance of caution, we are, nevertheless, asking in this proposal that stockholders approve the material terms of the Second Amended Plan to satisfy the Section 162(m) stockholder approval requirements.

        Section 409A.     We intend to administer the Second Amended Plan so that awards will be exempt from, or will comply with, the requirements of Section 409A of the Code; however, we do not warrant that any award under the Second Amended Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. We will not be liable to any participant for any tax, interest, or penalties that such participant might owe as a result of the grant, holding, vesting, exercise, or payment of any award under the Second Amended Plan.

        Accounting Considerations.     We consider the accounting impact of all compensation paid to our executives, and equity awards are given special consideration pursuant to FASB ASC Topic 718.

Vote Required and Recommendation .

        The affirmative vote of a majority of all the votes cast at the Annual Meeting is necessary for the approval of the Second Amended Plan, meaning that the votes cast "FOR" the proposal must exceed the votes cast "AGAINST" the proposal. In addition, the rules of the NYSE and Section 162(m) of the Internal Revenue Code require that votes for the proposal must be at least a majority of the votes cast on the proposal (including votes for, against and abstentions). Accordingly, abstentions will have the legal effect of votes "AGAINST" the proposal. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

         THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THE SECOND AMENDED AND RESTATED FARMLAND PARTNERS INC. 2014 EQUITY INCENTIVE PLAN.

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CORPORATE GOVERNANCE AND BOARD MATTERS

        We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

•

the Board is not classified, with each of our directors subject to re-election annually;



•

seven of our eight directors are "independent";



•

all of our standing Board committees are comprised solely of independent directors;



•

we have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law; and



•

we do not have a stockholder rights plan.



•

We have appointed a lead independent director.

        Our directors stay informed about our business by attending meetings of the Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Role of the Board in Risk Oversight

        One of the key functions of the Board is informed oversight of our risk management process. The Board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

        Our Board of Directors has established three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The principal functions of each committee are described below. We comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of these committees is comprised exclusively of independent directors. Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of our company.

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Table of Contents

        The table below provides membership information for each of the Board committees as of the date of this Proxy Statement: