Array Technologies (ARRY) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2025, in a virtual format, with a record date of March 26, 2025.

• Proposals include electing Class II directors, ratifying the independent auditor, and an advisory vote on executive compensation.

• The board recommends voting in favor of all proposals.

• Stockholders can vote online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class II directors (Jayanthi Iyengar and Tracy Jokinen) for three-year terms.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Advisory vote to approve named executive officer compensation (say-on-pay).

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board reduced to eight members following a director retirement; directors are divided into three classes with staggered terms.

• All non-management directors are independent under Nasdaq rules.

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

• Annual board and committee performance reviews are conducted.

• Stock ownership guidelines require significant equity holdings for directors and executives.