Array Digital Infrastructure, Inc. (AD) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Array Digital Infrastructure, Inc. Today's meeting is being recorded. [Operator Instructions] At the end of the meeting, we will answer questions submitted through the website. A copy of the agenda and rules of conduct can be found by clicking documents. It is now my pleasure to turn today's meeting over to Walter Carlson.

Thank you, operator. Good morning, ladies and gentlemen. I am Walter C. D. Carlson, Director and Chair of Array, and I welcome you to this 2025 Virtual Annual Meeting of Shareholders of Array Digital Infrastructure, Inc. At this time, I call the meeting to order, and I would like to thank everyone on the webcast for participating in this meeting. It is now 8:31 a.m. on October 9, 2025, and the polls are open for voting on the matters before this annual meeting as set forth in the notice of annual meeting and proxy statement, and on the agenda for this meeting. All of our director nominees are present and participating in this webcast. These are myself, LeRoy T. Carlson, Jr.; Douglas W. Chambers, Kenneth S. Dixon, Joseph R. Hanley, Harry J. Harczak, Jr.; Esteban C. Iriarte; Vicki L. Villacrez and Xavier D. Williams. The notice of annual meeting was distributed on August 26, 2025. We have appointed Jeff Seiders of Computershare Trust Company as inspector of election, and I have been advised that a majority of the voting power of the company's issued and outstanding shares and of each class is represented at today's meeting, and that a quorum is present and the formal business of the meeting may proceed. PricewaterhouseCoopers, our independent registered public accountant, is also attending through this webcast. Shaun Goldfarb of PricewaterhouseCoopers has advised me that they have no formal statement to make and will be available to answer any appropriate questions during the Q&A portion at the end of the meeting. In the interest of time, we will dispense with the reading of the notice of the meeting and the affidavit of mailing of the notice. We will also dispense with the reading of the minutes of the Annual Meeting of Shareholders held on May 21, 2024. The Secretary has copies of these documents, if any shareholder would like to contact her. The Board of Directors has set August 15, 2025, as the record date for this shareholders' meeting. By order of the Board of Directors of the company, management of the company distributed a notice of annual meeting and proxy statement to shareholders of the company on August 26, 2025. The company solicited proxies from the shareholders. The inspector tabulated the proxies received before this meeting, and I was advised of the voting results immediately prior to the commencement of this meeting. The voting results with respect to all matters are generally known before the meeting starts. Accordingly, the Inspector of Election has been instructed to advise me prior to the announcement of such results, only in the event that there are any changes in outcome considering any votes delivered, changed or revoked after the commencement of this meeting and prior to the closing of the polls for voting. Since the company was not notified in advance of the intention of any shareholder to nominate a director or to present a motion at this annual meeting in accordance with the bylaws, the only matters which may properly come before the meeting involving a vote of shareholders are those which were set forth in the notice of annual meeting and proxy statement. Before proposals in the notice of annual meeting and proxy statement are: number one, the election of directors; number two, the ratification of auditors; number three, amendment to the company's charter to reflect changes in the company's business as a result of the recently closed transaction with T-Mobile; and number four, an advisory vote on executive compensation. The first item of business is the election of directors nominated by the Board of Directors. As indicated in the notice of annual meeting and proxy statement, 3 directors will be elected by the holders of common shares and 6 directors will be elected by Telephone and Data Systems, Inc. as the sole holder of Series A common shares. The Board of Directors has nominated Harry J. Harczak, Jr.; Esteban C. Iriarte and Xavier D. Williams for election as directors by the holders of common shares. The election of the directors by the holders of common shares requires the affirmative vote of at least a plurality of the votes cast by the holders of common shares present in person or represented by proxy and entitled to vote with respect to such directors. The Board of Directors has also nominated LeRoy T. Carlson, Jr.; Walter C. D. Carlson, Douglas W. Chambers; Kenneth S. Dixon; Joseph R. Hanley; and Vicki L. Villacrez for election as directors by the holders of Series A common shares. The election of directors by the holder of Series A common shares requires the affirmative vote of at least a plurality of the votes cast by the Series A common shares present in-person or represented by proxy and entitled to vote with respect to such directors. The Board of Directors unanimously recommends a vote for each of the nominees for election as directors. The second item of business is the proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accountants for 2025. This proposal will be voted on by the Series A common shares and common shares voting as a group, present in-person or represented by proxy at this meeting. This proposal will be approved if it receives the affirmative vote of a majority of the votes cast by such persons. The Board of Directors unanimously recommends a vote for this proposal. The third item of business is the proposal to approve amendments to the company's restated Certificate of Incorporation to reflect changes in the company's business as a result of the recently closed transaction with T-Mobile. Specifically, the amendments would update the description of Array's current business in one, a section of the charter relating to the business in which the company may engage without TDS' consent; and two, in a section of the charter relating to corporate opportunities that may be claimed by the company. This proposal will be approved if it receives the affirmative vote of the holders of a majority of the voting power of all the outstanding shares of all stock entitled to vote. The Board of Directors unanimously recommends a vote for this proposal. The fourth item of business is the proposal to approve on an advisory basis the compensation of our named executive officers. This item of business was proposed by the Board of Directors pursuant to the requirements of the SEC. This proposal will be voted on by the holders of Series A common shares and common shares voting as one group, present in-person or represented by proxy at this meeting. This proposal will be approved if it receives the affirmative vote of a majority of the votes cast by such persons. The Board of Directors unanimously recommends a vote for this proposal. It is now 8:38 a.m. on October 9, 2025, and the polls are closed for voting. Since the inspector has not informed me of any changes in outcome on any of the proposals, we will proceed with the announcement of the voting results at this time. With respect to the election of the directors, each of them received at least a plurality of the votes of the class of stock voting for such director. Accordingly, each of such persons has been elected as a Director of Array Digital Infrastructure, Inc. for a term expiring at the 2026 Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified. The proposal to ratify the selection of PricewaterhouseCoopers LLP as independent registered public accountants for 2025 has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and common shares entitled to vote on this matter and represented by proxy at this annual meeting. This proposal is therefore approved. The proposal to approve amendments to the company's restated Certificate of Incorporation has received the affirmative vote of holders of a substantial majority of the combined voting power of all outstanding shares of Series A common shares and common shares. This proposal is therefore also approved. The proposal to approve on an advisory basis, the compensation of our named executive officers has received the affirmative vote of holders of a substantial majority of the combined voting power of the Series A common shares and common shares entitled to vote on this matter and present in-person are represented by proxy at this annual meeting. This proposal is therefore also approved. The inspector will tally any additional votes received after the commencement of this meeting prior to the closing of the polls and furnish a written report of the final vote count with respect to the matters voted on today, which will be included in the minutes of the meeting. These voting results will be reported on a Form 8-K that will be filed within 4 business days of today. Since there is no further business to come before this meeting, we will now answer any appropriate questions submitted through the website. And we have had no questions submitted through the website. So I wish to thank all of you attending this annual meeting for your attendance today, and the meeting is adjourned. Thank you very much.

This concludes the meeting. Thank you for your participation, and you may now disconnect.