--- schema_version: "secwatch.filing_event.v1" accession: "0000821130-23-000032" form_type: "8-K" ticker: "AD" cik: "0000821130" company_name: "ARRAY DIGITAL INFRASTRUCTURE, INC." filed_at: "2023-05-18T23:59:59+00:00" generated_at: "2026-06-14T21:49:52.812003+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # UScellular annual meeting results: all director nominees elected, shareholder proposals approved ## Summary - Four common share directors elected: Harczak Jr., Josefowicz, Stewart, Williams with 42.9M-47.4M for votes each. - Nine Series A directors elected unopposed with 330M for votes each; including CEO Therivel and CFO Chambers. - Ratification of PwC as auditor for FY2023 approved with 379.7M for, 636K against. - Compensation plan for non-employee directors (500K shares) approved with 376.1M for; say-on-pay approved. - Advisory vote on frequency: majority favored 1-year; UScellular will hold annual say-on-pay votes. ## SEC filing metadata - accession: 0000821130-23-000032 - form_type: 8-K - ticker: AD - cik: 0000821130 - company_name: ARRAY DIGITAL INFRASTRUCTURE, INC. - filed_at: 2023-05-18T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/821130/000082113023000032/0000821130-23-000032-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/821130/000082113023000032/usm-20230516.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000821130-23-000032 - JSON: https://secwatch.observer/filing/0000821130-23-000032.json - Plain text: https://secwatch.observer/filing/0000821130-23-000032.txt ## Key facts - Shareholder Votes ARRAY DIGITAL INFRASTRUCTURE, INC. shareholders approved Approve the UScellular Compensation Plan for Non-Employee Directors, including approval of 500,000 UScellular Common Shares for issuance under the plan at the 2023-05-16 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-16 source text: Proposal to approve the UScellular Compensation Plan for Non-Employee Directors, which includes approval of 500,000 UScellular Common Shares for issuance under the plan. The proposal received the following votes and was approved : For Against Abstain Broker Non-vote 376,136,922 3,710,233 14,534 499,926 evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000082113023000032/0000821130-23-000032-index.htm - Shareholder Votes ARRAY DIGITAL INFRASTRUCTURE, INC. shareholders approved Election of Directors by holders of Common Shares at the 2023-05-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-16 source text: 1. Election of Directors. The following directors received the following votes and were elected : a. For the election of four Directors of UScellular by the holders of Common Shares: Nominee For Withhold Broker Non-vote Harry J. Harczak, Jr. 42,923,042 6,879,877 499,926 Gregory P. Josefowicz 44,988,520 4,814,399 499,926 Cecelia D. Stewart 45,574,369 4,228,550 499,926 Xavier D. Williams 47,361,026 2,441,893 499,926 evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000082113023000032/0000821130-23-000032-index.htm - Shareholder Votes ARRAY DIGITAL INFRASTRUCTURE, INC. shareholders approved Advisory approval of compensation of named executive officers (Say-on-Pay) at the 2023-05-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-16 source text: Proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in UScellular's Proxy Statement dated April 4, 2023 (commonly known as "Say-on-Pay"). The proposal received the following votes and was approved : For Against Abstain Broker Non-vote 379,271,017 565,704 24,968 499,926 evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000082113023000032/0000821130-23-000032-index.htm - Shareholder Votes ARRAY DIGITAL INFRASTRUCTURE, INC. shareholders approved Advisory vote on the frequency of Say-on-Pay votes at the 2023-05-16 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-16 source text: Advisory vote on the frequency of Say-on-Pay votes. The proposal received the following votes, with the following choice receiving a plurality of the votes: every " 1 year ": 1 Year 2 Years 3 Years Abstain Broker Non-vote 378,129,873 8,417 1,704,717 18,682 499,926 evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000082113023000032/0000821130-23-000032-index.htm - Shareholder Votes ARRAY DIGITAL INFRASTRUCTURE, INC. shareholders approved Election of Directors by holder of Series A Common Shares at the 2023-05-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-16 source text: b. For the election of nine Directors of UScellular by the holder of Series A Common Shares: Nominee For Withhold Broker Non-vote James W. Butman 330,058,770 — — LeRoy T. Carlson, Jr. 330,058,770 — — Walter C. D. Carlson 330,058,770 — — Douglas W. Chambers 330,058,770 — — Deirdre C. Drake 330,058,770 — — Esteban C. Iriarte 330,058,770 — — Michael S. Irizarry 330,058,770 — — Laurent C. Therivel 330,058,770 — — Vicki L. Villacrez 330,058,770 — — evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000082113023000032/0000821130-23-000032-index.htm - Shareholder Votes ARRAY DIGITAL INFRASTRUCTURE, INC. shareholders approved Ratify selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for year ending December 31, 2023 at the 2023-05-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-16 source text: Proposal to ratify the selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants for the year ending December 31, 2023. The proposal received the following votes and was approved : For Against Abstain Broker Non-vote 379,706,278 636,313 19,024 — evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000082113023000032/0000821130-23-000032-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.