Business Context and Reporting Period
This Form 8-K reports the final voting results from the Annual Meeting of Shareholders of Array Digital Infrastructure, Inc. held on May 19, 2026. The filing covers the election of directors, ratification of auditors, charter amendments, and executive compensation approval.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt levels, or liquidity metrics. The filing text does not provide a clear value for any financial indicators.
Material Changes
As this document reports on a discrete shareholder meeting event, there are no comparative financial changes versus a prior period. The material events reported are the successful passage of four shareholder proposals and the election of the board of directors.
Outlook, Risks, and Management Commentary
The filing contains no management commentary on future outlook, risks, contingencies, or unusual items. The primary focus is the administrative confirmation of shareholder votes.
Key Facts for Investor Verification
- Director Elections: All nine nominees were elected. Three directors were elected by Common Shareholders (Harry J. Harczak, Jr., Esteban C. Iriarte, Xavier D. Williams), and six were elected by Series A Common Shareholders (Anthony J. M. Carlson, LeRoy T. Carlson, Jr., Walter C. D. Carlson, Kenneth S. Dixon, John M. Toomey, Vicki L. Villacrez).
- Auditor Ratification: PricewaterhouseCoopers LLP was ratified as the independent registered public accountant for the year ending December 31, 2026, with 379,781,140 votes "For" versus 345,261 "Against".
- Charter Amendment: Shareholders approved amendments to the Restated Certificate of Incorporation to allow for the exculpation of officers (372,122,564 "For" vs. 6,061,359 "Against").
- Say-on-Pay: The advisory proposal to approve named executive officer compensation was approved with 379,368,963 votes "For" and 142,930 "Against".
- Broker Non-Votes: Broker non-votes were recorded for the election of Common Shareholder directors and the charter amendment proposal, totaling 593,855 shares in those instances.