Array Technologies (ARRY) investors back directors, auditor and Board declassification

Rhea-AI Filing Summary

Array Technologies, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected three directors—Brad Forth, Kevin Hostetler, and Gerrard Schmid—to three-year terms ending at the 2029 annual meeting.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. On a non-binding advisory basis, stockholders approved the compensation of the Company’s named executive officers. In addition, stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board and phase in annual director elections.

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

Votes for Brad Forth: 73,039,551 shares Votes for Kevin Hostetler: 118,855,894 shares Votes for Gerrard Schmid: 116,558,837 shares +3 more

6 metrics

Votes for Brad Forth 73,039,551 shares Director election at 2026 Annual Meeting

Votes for Kevin Hostetler 118,855,894 shares Director election at 2026 Annual Meeting

Votes for Gerrard Schmid 116,558,837 shares Director election at 2026 Annual Meeting

Auditor ratification votes for 129,535,975 shares Ratification of Deloitte & Touche LLP for fiscal 2026

Say-on-pay votes for 99,437,704 shares Non-binding advisory approval of executive compensation

Board declassification votes for 119,363,402 shares Amendment to declassify Board and phase in annual elections

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, non-binding advisory basis, Amended and Restated Certificate of Incorporation, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Amended and Restated Certificate of Incorporation financial

"approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

declassify the Company’s Board financial

"to declassify the Company’s Board and phase-in annual director elections"

Understanding 8-K Material Events →

0001820721FALSE00018207212026-05-192026-05-19

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

ARRAY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39613

83-2747826

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

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

3901 Midway Place NE

Albuquerque, New Mexico 87109

(Address of Principal Executive Offices, and Zip Code)

(505) 881-7567

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

ARRY

Nasdaq Global Market

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.

On May 19, 2026, Array Technologies, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The final results for the proposals submitted for a vote of stockholders are set forth below. The proposals below are all described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 7, 2026.

Proposal No. 1 – The Company’s stockholders elected the three nominees listed below to the Company’s Board of Directors (the "Board") to each serve three-year terms expiring at the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal, with the voting results as follows:

Nominee			For			Withheld			Broker Non-Votes
Brad Forth			73,039,551			46,566,140			10,194,673
Kevin Hostetler			118,855,894			749,797			10,194,673
Gerrard Schmid			116,558,837			3,046,854			10,194,673

Proposal No. 2 – The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with the voting results as follows:

For			Against			Abstentions
129,535,975			109,149			155,240

Proposal No. 3 – The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers, with the voting results as follows:

For			Against			Abstentions			Broker Non-Votes
99,437,704			17,518,712			2,649,275			10,194,673

Proposal No. 4 – The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board and phase-in annual director elections, with the voting results as follows:

For			Against			Abstentions			Broker Non-Votes
119,363,402			167,054			75,235			10,194,673

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Array Technologies, Inc.

Date: May 20, 2026

By:

/s/ Gina K. Gunning

Name:

Gina K. Gunning

Title:

Chief Legal Officer and Corporate Secretary

FAQ

What did Array Technologies (ARRY) announce from its 2026 annual meeting?

Array Technologies reported voting results from its 2026 Annual Meeting. Stockholders elected three directors, ratified Deloitte & Touche LLP as auditor, approved executive compensation on an advisory basis, and supported declassifying the Board to move toward annual director elections.

Which directors were elected at Array Technologies’ 2026 Annual Meeting?

Stockholders elected Brad Forth, Kevin Hostetler, and Gerrard Schmid to the Board. Each will serve a three-year term expiring at the 2029 Annual Meeting, continuing until a successor is elected and qualified or earlier resignation or removal occurs.

Did Array Technologies (ARRY) stockholders approve executive compensation?

Yes. Stockholders approved, on a non-binding advisory basis, the compensation of Array Technologies’ named executive officers. The say-on-pay vote reflects stockholder views on pay practices but does not directly change compensation plans without further Board action.

Who is Array Technologies’ independent auditor for fiscal year 2026?

Stockholders ratified Deloitte & Touche LLP as Array Technologies’ independent registered public accounting firm for the fiscal year ending December 31, 2026. Auditor ratification is a standard annual item confirming stockholder support for the chosen audit firm.

What governance change did Array Technologies’ stockholders approve regarding the Board?

Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to declassify the Board. This change will phase in annual elections for directors instead of staggered multi-year terms, altering the company’s Board election structure over time.

How did Array Technologies (ARRY) change its director election structure?

Array Technologies’ stockholders approved declassifying the Board and phasing in annual director elections. Over time, this shifts from staggered three-year terms to all directors standing for election each year, increasing the frequency of stockholder voting on board membership.

Filing Exhibits & Attachments

3 documents

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