🧾 What This Document Is

This is a DEF 14A Proxy Statement. Think of it as the official invitation and agenda for a company's annual shareholder meeting. Its job is to give shareholders all the information they need to vote on important company matters.

👉 In simple terms: Array Technologies (ARRY) is asking its owners (shareholders) to vote on four key proposals at their upcoming virtual meeting on May 19, 2026. This document explains what each proposal is and why the board wants you to vote "FOR" them.

🏢 What The Company Does

Array Technologies is a leading manufacturer of solar tracking systems. These are the motorized devices that tilt solar panels to follow the sun across the sky, which significantly increases the energy they produce.

👉 In simple terms: They don't make the solar panels themselves, but they make the "smart" systems that move the panels. They are a key player in the utility-scale solar energy industry.

📅 Meeting Details & How To Vote

The annual meeting is virtual this year. Here are the key logistics:

• Date & Time: May 19, 2026, at 10:00 a.m. Pacific Time.
• Location: Online at www.virtualshareholdermeeting.com/ARRY2026
• Record Date: You must have owned shares by March 23, 2026 to vote.
• Voting Methods: You can vote before the meeting by internet, phone, or mail. If you attend the virtual meeting, you can also vote live.

👉 Why it matters: Your vote counts. The company needs a "quorum" (enough shares present) to conduct business, so they urge all shareholders to vote, even if they don't plan to attend.

🗳️ The Four Proposals You're Voting On

The Board of Directors recommends you vote "FOR" on all four items.

1. Election of Directors: Vote to elect Brad Forth, Kevin Hostetler, and Gerrard Schmid to the board. They will serve a three-year term.
2. Ratify the Auditor: Approve the selection of Deloitte & Touche LLP as the company's independent accounting firm for 2026.
3. Advisory Vote on Executive Pay ("Say-on-Pay"): This is a non-binding vote to approve the compensation of the company's top executives.
4. Declassify the Board (Key Proposal): Approve a change to the company's rules so that all directors are elected every year instead of having only one-third up for election each year. This is a major governance change.

👉 Why it matters: Proposal 4 is the most significant. A "declassified" board is considered better for shareholder rights, as it gives owners the ability to influence the entire board more frequently.

👥 Who Owns the Company & Who Runs It

Top Shareholders (5% or more):

• BlackRock, Inc. (10.83%)
• The Vanguard Group (10.21%)
• Hill City Capital (9.32%)

Executive Officers & Directors: As a group, directors and executive officers own less than 1% of the company. This is common—meaning the company is mostly owned by large institutional investors and the public.

⚖️ Board Governance & Structure

The board is currently "classified," meaning directors serve staggered three-year terms. The board believes the current CEO (Kevin Hostetler) and Board Chair (Brad Forth) should be separate roles for effective oversight.

Key Committees:

• Audit Committee: (Chair: Troy Alstead) Oversees financial reporting and the auditor.
• Human Capital Committee: (Chair: Orlando D. Ashford) Handles executive and director compensation.
• Nominating and Governance Committee: (Chair: Brad Forth) Recommends directors and oversees governance policies.

👉 Why it matters: The board is proposing to end the staggered system (Proposal 4) after feedback from shareholders who prefer annual elections. They are responding to owner concerns.

💰 Executive Compensation Highlights

The document has extensive detail, but the core philosophy is to pay executives for performance.

• Pay Mix: A combination of base salary, an annual cash bonus (based on company financial and operational goals), and long-term stock awards (both time-based and performance-based).
• 2025 Performance: The filing discusses financial and operational highlights from 2025, which determined the annual bonuses.
• Stockholder Feedback: After a lower-than-expected "Say-on-Pay" vote in 2025, the company engaged with investors. They learned concerns were tied to executive transitions and the classified board. They responded by proposing the board declassification (Proposal 4) and adjusting some 2026 compensation targets.

👉 Why it matters: This shows the company listens to its owners. The compensation section is designed to show how pay is aligned with performance and how the company acted on shareholder feedback.

🔮 What's Next & Strategic Direction

The key near-term event is the May 19, 2026 Annual Meeting. The results, especially on the board declassification proposal, will shape the company's governance. The business focus remains on executing in the solar tracking market, integrating recent acquisitions (like APA Solar), and navigating the competitive energy landscape.

⚖️ The Big Picture: Strengths & Risks

• 👍 Strengths: Market leader in a growing industry (solar), responsive to shareholder governance concerns (proposing declassification), detailed compensation transparency.
• ⚠️ Risks: The solar industry is competitive and sensitive to policy changes and supply chain issues. Executive turnover has been a topic of discussion. The classified board, while a potential takeover defense, is viewed as a governance negative by many investors.

🧠 The Analogy

Think of the board declassification (Proposal 4) like changing from a class-based school system to an all-grade election. Currently, only one "grade" (class) of directors is up for election each year, so you can only fully change the school's leadership over three years. Proposal 4 would let shareholders elect the entire board every single year, giving them much more direct and immediate control over the company's direction.

🧩 Final Takeaway

Array Technologies' 2026 proxy is centered on modernizing its governance by moving to annual director elections. This, along with votes on directors, auditors, and executive pay, represents a key moment for shareholders to assert their influence over the company's future direction and leadership accountability.