---
schema_version: "secwatch.filing_event.v1"
accession: "0001820721-23-000118"
form_type: "8-K"
ticker: "ARRY"
cik: "0001820721"
company_name: "Array Technologies, Inc."
filed_at: "2023-05-30T23:59:59+00:00"
generated_at: "2026-06-14T11:52:58.882920+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Array Technologies 2023 annual meeting elects directors, ratifies auditor, fails exculpation amendment

## Summary
- Elected directors Brad Forth, Kevin Hostetler, Gerrard Schmid; Forth received 63.7M for/52.7M withheld.
- Ratified Deloitte & Touche as independent auditor for FY2023: 125.7M for, 528K against.
- Advisory vote on executive compensation approved: 106.7M for (approx 91% of votes cast, excluding broker non-votes).
- Proposal to amend certificate to limit officer liability failed (100.1M for, 16.1M against; needed 66 2/3% of outstanding shares).

## SEC filing metadata
- accession: 0001820721-23-000118
- form_type: 8-K
- ticker: ARRY
- cik: 0001820721
- company_name: Array Technologies, Inc.
- filed_at: 2023-05-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1820721/000182072123000118/0001820721-23-000118-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820721/000182072123000118/arry-20230523.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001820721-23-000118
- JSON: https://secwatch.observer/filing/0001820721-23-000118.json
- Plain text: https://secwatch.observer/filing/0001820721-23-000118.txt

## Key facts
- Shareholder Votes
  Array Technologies, Inc. shareholders approved Non-binding advisory approval of the compensation of the Company’s Named Executive Officers at the 2023-05-23 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal No. 3 – The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers, with the votes cast as follows : Votes Cast For 106,712,116 Against 9,480,855 Abstentions 219,236 Broker Non-Votes 9,904,254
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820721/000182072123000118/0001820721-23-000118-index.htm
- Shareholder Votes
  Array Technologies, Inc. shareholders approved Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2023 at the 2023-05-23 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal No. 2 – The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023, with the votes cast as follows: Votes Cast For 125,717,886 Against 528,343 Abstentions 70,232
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820721/000182072123000118/0001820721-23-000118-index.htm
- Shareholder Votes
  Array Technologies, Inc. shareholders rejected Amendment to the Certificate of Incorporation to update the exculpation provision to limit liability of certain officers at the 2023-05-23 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-05-23
  source text: Proposal No. 4 – The Company’s Stockholders did not approve an amendment to the Company’s Certificate of Incorporation to update the exculpation provision to limit the liability of certain officers of the Company, which proposal required the affirmative vote of the holders of 66 2/3% of the voting power of the outstanding shares of Common Stock for approval, with the votes cast as follows: Votes Cast For 100,119,033 Against 16,070,852 Abstentions 222,322 Broker Non-Votes 9,904,254
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820721/000182072123000118/0001820721-23-000118-index.htm
- Shareholder Votes
  Array Technologies, Inc. shareholders approved Election of three nominees to the board of directors to serve three-year terms expiring at the 2026 annual meeting at the 2023-05-23 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal No. 1 – The Company’s stockholders elected the three nominees to the Company’s board of directors to serve three-year terms expiring at the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal, with the votes cast as follows: Nominee For Withheld Broker Non-Votes Brad Forth 63,717,618 52,694,589 9,904,254 Kevin Hostetler 115,561,047 851,160 9,904,254 Gerrard Schmid 98,877,511 17,534,696 9,904,254
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820721/000182072123000118/0001820721-23-000118-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.