Shareholders of Array Digital (NYSE: AD) approve all 2026 meeting items
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Array Digital Infrastructure, Inc. held its annual meeting on May 19, 2026, where shareholders elected all nominated directors and approved each proposal on the ballot.
Common shareholders elected three directors, with support of up to 43,001,050 votes. The Series A holder elected six directors with 330,058,770 votes for each nominee. Shareholders ratified PricewaterhouseCoopers LLP as independent auditors with 379,781,140 votes for. They also approved amendments to the Restated Certificate of Incorporation to allow for exculpation of officers and endorsed, on an advisory basis, executive compensation, with 379,368,963 votes for the Say-on-Pay resolution.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Common director votes - Williams: 43,001,050 votes for
Series A director votes: 330,058,770 votes for
Auditor ratification support: 379,781,140 votes for
+3 more
6 metrics
Common director votes - Williams
43,001,050 votes for
Election of Xavier D. Williams as director by common shareholders
Series A director votes
330,058,770 votes for
Each of six directors elected by holder of Series A Common Shares
Auditor ratification support
379,781,140 votes for
Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026
Officer exculpation amendment support
372,122,564 votes for
Approval of charter amendments allowing exculpation of officers
Say-on-Pay support
379,368,963 votes for
Advisory vote on compensation of named executive officers
Broker non-votes on governance items
593,855 broker non-votes
Recorded on several shareholder proposals including director elections and Say-on-Pay
Key Terms
Broker Non-vote, Independent Registered Public Accountants, Restated Certificate of Incorporation, exculpation of officers, +2 more
6 terms
Broker Non-vote financial
"Nominee | For | Withhold | Broker Non-vote Harry J. Harczak, Jr."
Independent Registered Public Accountants financial
"to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
Restated Certificate of Incorporation regulatory
"approve amendments to Array’s Restated Certificate of Incorporation to allow for exculpation of officers"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
exculpation of officers regulatory
"approve amendments to Array’s Restated Certificate of Incorporation to allow for exculpation of officers"
Say-on-Pay financial
"commonly known as "Say-on-Pay""
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
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): May 19, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (866) 573-4544
Not Applicable
(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 | ||||||||||||||||||
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 May 19, 2026, 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. | 41,539,657 | 7,935,158 | 593,855 | ||||||||
| Esteban C. Iriarte | 43,000,921 | 6,473,894 | 593,855 | ||||||||
| Xavier D. Williams | 43,001,050 | 6,473,765 | 593,855 | ||||||||
b. For the election of six Directors of Array by the holder of Series A Common Shares:
| Nominee | For | Withhold | Broker Non-vote | ||||||||
| Anthony J. M. Carlson | 330,058,770 | — | — | ||||||||
| LeRoy T. Carlson, Jr. | 330,058,770 | — | — | ||||||||
| Walter C. D. Carlson | 330,058,770 | — | — | ||||||||
| Kenneth S. Dixon | 330,058,770 | — | — | ||||||||
| John M. Toomey | 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, 2026.
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote | ||||||||
| 379,781,140 | 345,261 | 1,039 | — | ||||||||
3.Proposal to approve amendments to Array’s Restated Certificate of Incorporation to allow for exculpation of officers.
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote | ||||||||
| 372,122,564 | 6,061,359 | 1,349,662 | 593,855 | ||||||||
4.Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in Array's Proxy Statement dated April 7, 2026 (commonly known as "Say-on-Pay").
The proposal received the following votes and was approved:
| For | Against | Abstain | Broker Non-vote | ||||||||
| 379,368,963 | 142,930 | 21,692 | 593,855 | ||||||||
| 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: | May 21, 2026 | By: | /s/ Vicki L. Villacrez | ||||||||
| Vicki L. Villacrez | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
FAQ
Were all director nominees elected at Array Digital Infrastructure (AD) in 2026?
Yes, all nominated directors were elected. Three directors for common shareholders received up to 43,001,050 votes for, while six directors for the Series A holder each received 330,058,770 votes for, with no withhold or broker non-vote reported for Series A.
What was the result of Array Digital Infrastructure’s (AD) officer exculpation charter amendment vote?
The officer exculpation amendment was approved. Amendments to the Restated Certificate of Incorporation allowing for exculpation of officers received 372,122,564 votes for, 6,061,359 against, 1,349,662 abstentions, and 593,855 broker non-votes recorded.
Which securities of Array Digital Infrastructure (AD) are listed on the NYSE?
Array Digital Infrastructure lists common shares and several notes. Its NYSE-listed securities include Common Shares with symbol AD, 6.25% Senior Notes due 2069 (UZD), and 5.50% Senior Notes due 2070, trading under symbols UZE and UZF.