Array Technologies (ARRY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2026, with a record date of March 23, 2026, and will address four key proposals, including director elections, auditor ratification, executive compensation, and board declassification.

• Shareholders can vote online, by phone, mail, or during the virtual meeting using a 16-digit control number.

• The board recommends voting in favor of all proposals, and proxy solicitation costs are borne by the company.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors for three-year terms.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal 3: Advisory approval of named executive officer compensation (say-on-pay).

• Proposal 4: Amendment to declassify the board and phase in annual director elections.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of ten members, with a mix of independent and management directors, and a separation of CEO and board chair roles.

• Board committees include Audit, Human Capital, and Nominating & Corporate Governance, all with 100% independent membership.

• Annual board and committee performance reviews are conducted, and all directors attended at least 75% of meetings.

• Stockholder engagement included meetings with holders representing over 45% of shares, focusing on governance and compensation.

• Board independence is reviewed annually, and all non-management directors are deemed independent.