Array Digital (NYSE: AD) shareholders back board, auditors and charter changes

Rhea-AI Filing Summary

Array Digital Infrastructure, Inc. reported the final results of shareholder voting from its October 9, 2025 annual meeting. Common shareholders elected three directors, with each nominee receiving over 44.6 million votes "For" and between about 2.9 million and 4.2 million votes "Withhold," plus 941,241 broker non-votes. The holder of the Series A Common Shares elected six additional directors, each receiving 330,058,770 votes "For".

Shareholders also approved three key proposals. The ratification of PricewaterhouseCoopers LLP as independent registered public accountants for the year ending December 31, 2025 received 379,366,472 votes "For," 439,478 "Against," and 2,820 "Abstain." Amendments to Array’s Restated Certificate of Incorporation to reflect changes in its business following a recently closed transaction with T-Mobile were approved with 378,826,430 votes "For," 36,033 "Against," 5,066 "Abstain," and 941,241 broker non-votes. An advisory "Say-on-Pay" vote approving named executive officer compensation passed with 375,670,144 votes "For," 3,186,631 "Against," 10,754 "Abstain," and 941,241 broker non-votes.

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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): October 9, 2025

ARRAY DIGITAL INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-09712

62-1147325

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

500 West Madison Street, Suite 810 , Chicago, Illinois 60661

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (866) 573-4544

UNITED STATES CELLULAR CORPORATION

8410 West Bryn Mawr, Chicago, Illinois 60631

(Former name or former address, if changed since last report.)

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:

☐ 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

Name of each exchange on which registered

Common Shares, $1 par value

AD

New York Stock Exchange

6.25% Senior Notes due 2069

UZD

New York Stock Exchange

5.50% Senior Notes due 2070

UZE

New York Stock Exchange

5.50% Senior Notes due 2070

UZF

New York Stock Exchange

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 Shareholders of Array Digital Infrastructure, Inc. (Array) on October 9, 2025, the following number of votes were cast for the matters indicated. The following voting results are final.

1.Election of Directors.

The following directors received the following votes and were elected:

a. For the election of three Directors of Array by the holders of Common Shares:

Nominee			For			Withhold			Broker Non-vote
Harry J. Harczak, Jr.			44,623,644			4,185,115			941,241
Esteban C. Iriarte			45,899,110			2,909,649			941,241
Xavier D. Williams			45,890,597			2,918,162			941,241

b. For the election of six Directors of Array by the holder of Series A Common Shares:

Nominee			For			Withhold			Broker Non-vote
LeRoy T. Carlson, Jr.			330,058,770			—			—
Walter C. D. Carlson			330,058,770			—			—
Douglas W. Chambers			330,058,770			—			—
Kenneth S. Dixon			330,058,770			—			—
Joseph R. Hanley			330,058,770			—			—
Vicki L. Villacrez			330,058,770			—			—

2.Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for the year ending December 31, 2025.

The proposal received the following votes and was approved:

For			Against			Abstain			Broker Non-vote
379,366,472			439,478			2,820			—

3.Proposal to approve amendments to Array’s Restated Certificate of Incorporation to reflect changes in Array’s business as a result of the recently-closed transaction with T-Mobile.

The proposal received the following votes and was approved:

For			Against			Abstain			Broker Non-vote
378,826,430			36,033			5,066			941,241

4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in Array's Proxy Statement dated August 26, 2025 (commonly known as "Say-on-Pay").

The proposal received the following votes and was approved:

For			Against			Abstain			Broker Non-vote
375,670,144			3,186,631			10,754			941,241

SIGNATURES
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.
						ARRAY DIGITAL INFRASTRUCTURE, INC.
Date:			October 10, 2025			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did Array Digital Infrastructure, Inc. (AD) report in this 8-K?

Array Digital Infrastructure, Inc. reported the final voting results from its October 9, 2025 annual meeting of shareholders, covering director elections and three shareholder proposals.

Were the director nominees for Array Digital Infrastructure, Inc. (AD) elected?

Yes. Three directors elected by common shareholders received between 44,623,644 and 45,899,110 votes "For," and six directors elected by the holder of Series A Common Shares each received 330,058,770 votes "For."

Did shareholders of Array Digital Infrastructure, Inc. (AD) ratify the auditor for 2025?

Yes. The selection of PricewaterhouseCoopers LLP as independent registered public accountants for the year ending December 31, 2025 was approved with 379,366,472 votes "For," 439,478 "Against," and 2,820 "Abstain."

What changes to Array Digital Infrastructure, Inc.’s (AD) charter were approved?

Shareholders approved amendments to Array’s Restated Certificate of Incorporation to reflect changes in its business resulting from a recently closed transaction with T-Mobile, with 378,826,430 votes "For," 36,033 "Against," 5,066 "Abstain," and 941,241 broker non-votes.

How did shareholders vote on Array Digital Infrastructure, Inc. (AD) executive compensation?

On an advisory basis, shareholders approved the compensation of the named executive officers as disclosed in Array’s August 26, 2025 proxy statement, with 375,670,144 votes "For," 3,186,631 "Against," 10,754 "Abstain," and 941,241 broker non-votes.

Which securities of Array Digital Infrastructure, Inc. (AD) are listed on the NYSE?

Array has Common Shares with $1 par value trading under the symbol AD, 6.25% Senior Notes due 2069 trading under UZD, and 5.50% Senior Notes due 2070 trading under UZE and UZF on the New York Stock Exchange.