Not independent
Tenure on this board
0.5 yrs
9 nominees · 4 ballot items.
Shareholders are asked to (1) elect directors (three by Common Shares and six by Series A Common Shares), (2) ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, (3) approve an amendment to the Restated Certificate of Incorporation to allow exculpation of officers for monetary damages under Delaware law, and (4) approve, on an advisory basis, the compensation of the named executive officers (Say-on-Pay).
Elect nine directors: three to be elected by Common Shares (Harry J. Harczak, Jr.; Esteban C. Iriarte; Xavier D. Williams) and six to be elected by the holder of Series A Common Shares (Anthony J. M. Carlson; LeRoy T. Carlson, Jr.; Walter C. D. Carlson; Kenneth S. Dixon; John M. Toomey; Vicki L. Villacrez).
Ratify PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Company's Restated Certificate of Incorporation to add an exculpation provision for officers limiting officers' monetary liability for breaches of the fiduciary duty of care to the extent permitted under Delaware law (DGCL Section 102(b)(7)), subject to enumerated exceptions.
This proposal asks shareholders to approve an amendment to the Company’s Restated Certificate of Incorporation to add officer exculpation for monetary damages to the extent permitted by Delaware law (DGCL Section 102(b)(7)). Management is seeking shareholder approval to adopt the protection for officers that is already available for directors, arguing that such protection will reduce the likelihood of nuisance litigation, lower director and officer liability insurance premiums, and assist Array in attracting and retaining experienced officers—especially relevant after the company’s strategic transformation and management transitions following the sale of the wireless operations. The amendment is expressly limited: it would not exculpate officers for breaches of the duty of loyalty, for acts or omissions not in good faith, for intentional misconduct or knowing violations of law, for claims brought derivatively on behalf of the corporation, and it applies only to monetary damages (equitable relief remains available). The Board frames the amendment as a reasonable measure consistent with changes in Delaware law that expressly permit officer exculpation, noting that other Delaware corporations are adopting similar provisions. From a governance viewpoint, the change shifts litigation risk allocation and could affect managerial risk-taking incentives; by narrowing exposure to monetary damages for duty-of-care lapses, officers may be more willing to serve and make business decisions without disproportionate fear of litigation for honest mistakes. However, because the protections are limited by statute and do not affect claims for disloyalty, bad faith, or illegality, shareholders retain remedies for the most serious officer misconduct. The Board’s unanimous recommendation to approve reflects its assessment that the benefits—reduced litigation risk and insurance costs and improved officer recruitment/retention—outweigh the incremental governance costs given these statutory safeguards. If approved, the amendment would become effective upon filing with the Delaware Secretary of State. Investors evaluating the proposal should weigh the tradeoff between insulating officers for duty-of-care lapses and the potential reduction in managerial accountability, while recognizing the explicit statutory carve-outs that preserve remedies for serious misconduct.
A non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for 2025 (Say-on-Pay).
Proposal 4 is a non-binding advisory vote asking shareholders to approve the compensation of Array's 2025 named executive officers as disclosed in the proxy (CD&A, compensation tables and related disclosures). Management is seeking shareholder endorsement to validate its pay philosophy—designed to attract and retain talent, align pay with company and individual performance, and emphasize equity-based pay—particularly in a year of material strategic change (sale of wireless operations, special dividend, spectrum monetizations) and significant management transitions. The 2025 program featured a high proportion of variable and equity compensation (PSUs and RSUs), performance metrics tied to return on capital, free cash flow and other financial measures, capped payouts, and use of an independent compensation consultant (Willis Towers Watson); many awards and severance/acceleration outcomes were affected by the August 1, 2025 change-in-control transaction. The vote is advisory and non-binding, but the Board will consider the results when setting future compensation; a prior Say-on-Frequency vote in 2023 supported annual Say-on-Pay votes and the Board intends to continue annual advisory votes. The Board argues the programs are reasonable and pay-for-performance oriented, pointing to the structure of PSUs/RSUs, clawback policy, prohibition on hedging/pledging, and oversight by the LTICC (when in place) or the full Board. From an investor perspective, a FOR vote signals shareholder support for the Board's compensation design and its handling of 2025 transactions, while a significant AGAINST vote would likely prompt management engagement and potential changes to metrics, outcomes, or disclosure. Given the company's transformation and one-time transaction-related payments and accelerations, shareholders should evaluate both the ongoing compensation framework and the discrete 2025 transaction effects when casting an advisory vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 2.54% | 2,194,073 | $101M |
| 2 | BNP Paribas Asset Management Holding S.A. | 2.39% | 2,063,912 | $95M |
| 3 | Jericho Capital Asset Management L.P. | 2.10% | 1,815,844 | $84M |
| 4 | Newtyn Management, LLC | 1.87% | 1,616,856 | $75M |
| 5 | BANK OF AMERICA CORP /DE/ | 1.77% | 1,532,828 | $71M |
| 6 | BANK OF AMERICA CORP /DE/ | 1.16% | 1,000,189 | $46M |
| 7 | GAMCO INVESTORS, INC. ET AL | 0.98% | 844,562 | $39M |
| 8 | OAKTREE CAPITAL MANAGEMENT LPActivist | 0.84% | 724,444 | $33M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 0.79% | 682,112 | $31M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.77% | 667,283 | $31M |
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