ARRAY DIGITAL INFRASTRUCTURE, INC. 8-K

What Happened Array Digital Infrastructure, Inc. filed an 8-K on May 21, 2026 reporting final results from its May 19, 2026 shareholder meeting. Holders voted to elect directors for both Common and Series A Common shares, ratified PricewaterhouseCoopers LLP as the independent auditor for 2026, approved an amendment to allow officer exculpation, and approved the advisory “say-on-pay” vote for named executive officer compensation.

Key Details

• Director elections (Common Shares): Harry J. Harczak, Jr. — For 41,539,657; Withhold 7,935,158; Broker non‑vote 593,855. Esteban C. Iriarte — For 43,000,921; Withhold 6,473,894; Broker non‑vote 593,855. Xavier D. Williams — For 43,001,050; Withhold 6,473,765; Broker non‑vote 593,855.
• Director elections (Series A Common Shares): Six nominees (Anthony J. M. Carlson, LeRoy T. Carlson, Jr., Walter C. D. Carlson, Kenneth S. Dixon, John M. Toomey, Vicki L. Villacrez) each received 330,058,770 votes For.
• Auditor ratification: PricewaterhouseCoopers LLP approved as independent registered public accountants for year ending Dec 31, 2026 — For 379,781,140; Against 345,261; Abstain 1,039.
• Corporate governance votes: Amendment to allow exculpation of officers approved — For 372,122,564; Against 6,061,359; Abstain 1,349,662; Broker non‑vote 593,855. Advisory say‑on‑pay approved — For 379,368,963; Against 142,930; Abstain 21,692; Broker non‑vote 593,855.

Why It Matters These votes finalize the company’s board composition and key governance decisions that affect oversight and officer liability. Ratifying PwC secures the external auditor for 2026, and approval of the exculpation amendment changes the corporation’s charter provisions related to officer protection. The approved advisory say‑on‑pay indicates shareholder support for executive compensation as disclosed in the proxy. Investors should note these governance outcomes when evaluating board stability and corporate governance risk.