Independent
Tenure on this board
5.6 yrs
Also a director at
Shoals Technologies Group Inc (SHLS)
3 nominees · 4 ballot items.
Election of three Class III directors; Ratification of Deloitte as independent auditors; Advisory approval of named executive officer compensation (“Say-on-Pay”); Approval to amend the Certificate of Incorporation to declassify the Board and phase-in annual director elections.
Election of three Class III director nominees (Brad Forth, Kevin Hostetler, Gerrard Schmid) to serve three-year terms until the 2029 annual meeting.
Ratify Deloitte & Touche LLP as Array’s independent registered public accounting firm for 2026.
Non-binding advisory (“Say-on-Pay”) vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement.
Approve amendment to Certificate of Incorporation to phase out classified board over 2027–2029, implementing annual director elections by 2029 and changing removal provisions.
The proposal asks shareholders to approve a charter amendment to phase out Array’s three-class staggered board and convert to annual director elections by the 2029 Annual Meeting. Management seeks shareholder approval because the Certificate of Incorporation must be amended to change the current classified structure; the Board frames the change as responsive to investor governance preferences and to increase director accountability by enabling shareholder review of all directors annually. Context includes prior stockholder engagement where governance structure was a focus, and a general market trend toward declassification. The amendment phases in annual elections over three years (Class I in 2027, Class II added in 2028, full annual elections in 2029) so incumbents’ terms are not shortened. The Board argues declassification enhances accountability without eliminating continuity benefits, and proposes corresponding changes to removal provisions to align with Delaware law after declassification. The Board unanimously recommends a vote FOR, emphasizing stockholder engagement feedback, evolving governance norms, and the intended gradual transition to avoid disrupting board continuity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hill City Capital, LP | 8.38% | 12,891,300 | $93M |
| 2 | BlackRock, Inc. | 7.34% | 11,286,862 | $82M |
| 3 | Grantham, Mayo, Van Otterloo Co. LLC | 7.12% | 10,951,942 | $79M |
| 4 | BNP Paribas Asset Management Holding S.A. | 6.23% | 9,584,836 | $69M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.26% | 8,097,536 | $59M |
| 6 | BlackRock, Inc. | 5.02% | 7,719,234 | $56M |
| 7 | UBS Group AG | 4.97% | 7,641,289 | $55M |
| 8 | Invesco Ltd. | 4.77% | 7,344,390 | $53M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 6,678,065 | $48M |
| 10 | SCHRODER INVESTMENT MANAGEMENT GROUP | 3.15% | 4,839,434 | $35M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.