Array Technologies, Inc 8-K, filed Mar 19, 2026
Array Technologies, Inc. (ARRY)
About this 8-K
Array Technologies, Inc filed this 8-K on March 19, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 19, 2026, the Board of Directors (the “Board”) of Array Technologies, Inc. (the “Company”) increased the size of the Board from eight to ten directors effective March 19, 2026 by adding a Class I directorship and a Class II directorship, and appointed each of Emily Cohen and Carolyne Murff (together, the “Director Appointees”) as independent directors of the Company, effective immediately. Ms. Murff was appointed as a Class I director, to fill the Class I directorship vacancy resulting from the increase of the size of the Board, with a term expiring at the Company’s 2027 Annual Meeting of Stockholders, and Ms. Cohen was appointed as a Class II director, to fill the Class II directorship vacancy resulting from the increase of the size of the Board, with a term expiring at the Company’s 2028 Annual Meeting of Stockholders, and in each case, until her successor shall be elected and qualified. The Board determined that each of the Director Appointees satisfied the independence requirements set forth in the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) and the applicable requirements of the Securities and Exchange Commission (the “SEC”) and that Ms. Murff satisfied the additional independence criteria and financial literacy requirements for directors eligible to serve on audit committees set forth in the Nasdaq listing rules and SEC rules. Ms. Murff was appointed to serve as a member of the Audit Committee of the Board. Ms. Cohen was appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board.
Each of the Director Appointees will participate in the Company’s standard non-employee director compensation program, as described in the Company’s proxy statement filed with the SEC on April 8, 2025, for their Board and committee service, which is comprised of an annual cash retainer for service on the Board and an annual equity retainer. The annual cash retainer is paid in quarterly installments, pro-rated for any partial year of service. The annual equity retainer is paid at the time of our Annual Meeting of Stockholders in the form of restricted stock units that vest in full on the first anniversary of the grant date, subject to continued service on the Board through the vesting date.
The Company intends to enter into an Indemnification Agreement with each of the Director Appointees. The form of Indemnification Agreement was previously filed with the SEC on October 8, 2020 as Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A (Registration No. 333-248969) and is incorporated herein by reference. There are no family relationships between either of the Director Appointees and any current director or officer of the Company. The Company has been involved in the following proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K:
Ms. Cohen serves as an executive officer of, and owns securities in, Valley of Fire Solar, LLC (“VOF”), which has an ownership interest in the Gemini solar project. The Company has proposed to provide certain commercial offerings to the Gemini solar project for approximately $2.2 million.
| Item 7.01 | Regulation FD Disclosure. |
On March 19, 2026, the Company issued a press release announcing the appointment of the Director Appointees to the Board. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press release from Array Technologies, Inc. dated March 19, 2026 | |
| 104 | Cover page interactive data file (embedded within the inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Array Technologies, Inc. | ||||||
| Date: March 19, 2026 | By: | /s/ Gina K. Gunning | ||||
| Name: Gina K. Gunning | ||||||
| Title: Chief Legal Officer and Corporate Secretary | ||||||
Exhibit 99.1
ARRAY Technologies Bolsters Board With Two Additional Directors
ALBUQUERQUE, N.M., March 19 , 2026 (GLOBE NEWSWIRE) — ARRAY Technologies (NASDAQ: ARRY) (“ARRAY” or the “Company”), a leading global provider of solar tracking technology products, software, services and foundation solutions, announced that today, its Board of Directors (the “Board”) increased its size to provide for two additional directors and appointed Emily Cohen and Carolyne Murff to serve as independent members of the Company’s Board, effective immediately.
The Board is now comprised of ten directors, of which nine are independent with the additions of Ms. Cohen and Ms. Murff. Ms. Murff was appointed as a Class I director, for a term that expires at the Company’s 2027 Annual Meeting of Stockholders, and Ms. Cohen was appointed as a Class II director, for a term that expires at the Company’s 2028 Annual Meeting of Stockholders. Ms. Murff will serve as a member of the Audit Committee of the Board, and Ms. Cohen will serve as a member of the Nominating and Corporate Governance Committee of the Board.
|
Ms. Cohen has over 20 years of experience in the clean energy industry, with experience developing projects from concept to operation. Ms. Cohen serves as Chief Commercial Officer of Primergy Solar (“Primergy”), a full-service energy developer, owner, and operator focused on deploying utility-scale solar photovoltaic and battery energy storage projects across the United States, and previously served as Primergy’s Chief Development Officer. Ms. Cohen holds a Bachelor of Arts in Political Science: Public Policy Focus from The George Washington University. |
|
Ms. Murff has worked in the energy industry for over 30 years, including over 20 years at the LS Power group, where she oversaw the operations and commercial activities of their power generation portfolio including renewable power generation. Since January 2026, Ms. Murff has served as Chief Executive Officer of Clearlight Energy, an LS Power portfolio company that develops, owns, and operates wind, solar, battery energy storage, and natural gas projects across the United States and Canada. She previously served as the Chief Operating Officer of REV Renewables, an LS Power portfolio company. Ms. Murff has also served on the board of directors of several private renewable energy companies. Ms. Murff holds a Bachelor of Science in Mechanical Engineering from Texas A&M University. |
“We are thrilled to welcome Emily and Carolyne to ARRAY’s Board,” said Brad Forth, Chairman of ARRAY. “They are proven leaders with deep renewable energy expertise and a track record of delivering results for their organizations. We look forward to benefiting from their strategic perspectives, disciplined governance, and industry relationships as we continue advancing our growth strategy, strengthening our operational performance, and delivering long-term value for our stakeholders.”
# # #
About ARRAY Technologies
ARRAY Technologies (NASDAQ: ARRY) is a leading global provider of solar tracking technology and fixed tilt systems to utility-scale and distributed generation customers who construct, develop, and operate solar PV sites. With solutions engineered to withstand the harshest weather conditions, ARRAY’s high-quality solar trackers, fixed-tilt systems, software platforms, foundation solutions, and field services combine to optimize energy production and deliver value to our customers for the entire lifecycle of a project. Founded and headquartered in the United States, ARRAY is rooted in manufacturing and driven by technology – relying on its domestic manufacturing, diversified global supply chain, and customer-centric approach to design, deliver, commission, train, and support solar energy deployment around the world. For more news and information on ARRAY, please visit arraytechinc.com.
Forward Looking Statement
This press release contains forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations and projections regarding its business, corporate governance, and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are only predictions and as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors. Forward-looking statements should be evaluated together with the risks and uncertainties that affect our business and operations, particularly those described in more detail in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form-Q and other documents on file with the SEC, each of which can be found on our website www.arraytechinc.com. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Media Contact
Steven Kirsch
505-738-6923
steven.kirsch@arraytechinc.com
Investor Relations Contact
ARRAY Technologies, Inc.
Investor Relations
investors@arraytechinc.com