Array Technologies, Inc. 8-K

What Happened

• Array Technologies, Inc. held its 2026 Annual Meeting of Stockholders on May 19, 2026 and filed final voting results. Three director nominees — Brad Forth, Kevin Hostetler and Gerrard Schmid — were elected to three‑year terms expiring at the 2029 Annual Meeting.
• Stockholders also ratified Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026, approved (on a non‑binding advisory basis) the compensation of the Company’s Named Executive Officers (“say‑on‑pay”), and approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board and phase in annual director elections. The Company’s definitive proxy statement for the meeting was filed April 7, 2026.

Key Details

• Director election vote totals:
  • Brad Forth: For 73,039,551; Withheld 46,566,140; Broker non‑votes 10,194,673
  • Kevin Hostetler: For 118,855,894; Withheld 749,797; Broker non‑votes 10,194,673
  • Gerrard Schmid: For 116,558,837; Withheld 3,046,854; Broker non‑votes 10,194,673
• Auditor ratification (Deloitte & Touche LLP): For 129,535,975; Against 109,149; Abstentions 155,240
• Say‑on‑pay (advisory): For 99,437,704; Against 17,518,712; Abstentions 2,649,275; Broker non‑votes 10,194,673
• Certificate amendment to declassify the Board: For 119,363,402; Against 167,054; Abstentions 75,235; Broker non‑votes 10,194,673

Why It Matters

• Governance: Approval of the charter amendment to declassify the Board moves Array toward annual director elections over the phase‑in period, increasing frequency of shareholder votes on director composition. This is a material corporate governance change.
• Oversight and continuity: Election of the three nominees maintains board composition through 2029; ratification of Deloitte confirms the independent auditor for fiscal 2026.
• Investor signal: The non‑binding say‑on‑pay vote passed by a substantial margin, indicating shareholder support for executive compensation as disclosed in the proxy. Broker non‑votes were present across votes where applicable, reflecting shares held by brokers without voting instructions.