Array Technologies, Inc. (ARRY) Earnings Call Transcript & Summary

Hello, and welcome to the 2021 Annual Meeting of Stockholders of Array Technologies, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. Record holders of Array's common stock or beneficial holders who have obtained a legal proxy from their broker can submit questions or comments at any time by clicking on the Message icon. It is now my pleasure to turn today's meeting over to Brad Forth, Chairman of Array's Board of Directors. Mr. Forth, the floor is yours.

Thank you very much. Hello, ladies and gentlemen, and welcome to the 2021 Annual Meeting of Stockholders of Array Technologies, Inc. Please note that today's virtual-only meeting is a live audio webcast and is being recorded. We believe in engaging with our stockholders, and we hope that this virtual meeting will maximize participation of stockholders regardless of their location. This technology enables us to reach a larger audience while containing our costs. Thank you very much for those who are participating in our virtual online meeting today. I am Brad Forth, Chairman of the Board of Array Technologies, Inc., and I will be presiding over this meeting. We have with us today, Jim Fusaro, our Chief Executive Officer; Nipul Patel, our Chief Financial Officer; Chris Fox, our associate General Counsel; and Nathan Lang, a representative from BDO USA, LLP, our independent registered public accounting firm. Mr. Fox will act as Secretary of the meeting. Computershare, our transfer agent, has been appointed to act as Inspector of Election. During the question-and-answer period at the end of the meeting, Mr. Fusaro, Mr. Patel and Mr. Lang will be available to answer questions that are validly submitted during the course of today's meeting. I call your attention to the agenda and the rules of conduct set forth for this meeting. These documents are available to each stockholder in the files section in the lower left corner of the screen. To conduct an orderly meeting, we ask that participants abide by the agenda and the rules of conduct. At the end of this meeting, we will have a question-and-answer session. Record holders of our common stock can submit questions or comments at any time during the course of today's meeting by clicking on the message icon. As stated in the rules of conduct, we ask that you restrict your remarks to items that are pertinent to the meeting matters before us. Thank you for your cooperation with these rules. The Secretary has delivered an affidavit of mailing, confirming the proxy materials related to this meeting were mailed to stockholders of record determined as of the close of business on the record date, starting on April 26, 2021. Therefore, notice of this meeting has been duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on April 15, 2021, are entitled to vote at the annual meeting. Our first order of business at this meeting is to determine whether the shares represented at this meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mr. Fox, do you have a report?

Yes. The stockholders list shows that holders of 126,994,467 shares of common stock of the company are entitled to vote at this meeting. We are informed by Computershare that they are represented in person or by proxy, 118,997,844 shares of common stock or approximately 93.7% of all of the shares entitled to vote at this meeting.

Thank you. Because the holders of the majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for the purpose of transacting business as may be properly come before it. We will now proceed with the formal business of the meeting. There are 2 proposals to be considered and voted upon by our stockholders. Each of these proposals is more fully described in our proxy statement filed with the Securities and Exchange Commission on April 26, 2021. The next order of business is a description of the matters to be voted on at today's meeting. The first proposal is to elect 2 Class 1 directors, Troy Alstead and Orlando Ashford to serve until our 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified. No other director nominees have been properly submitted pursuant to our bylaws,or the rules of the Securities and Exchange Commission, so no other nominations are being considered. Each of the 2 Director nominees is currently serving on our Board, and our Board of Directors recommends a vote in favor of each of these director nominees. The second proposal is to ratify the appointment of BDO USA, LLP, our independent registered public accounting firm for fiscal year ending December 31, 2021. Our Board of Directors recommends a vote for the ratification of the appointment of BDO. The polls are open. If any stockholders have not yet voted or wish to change their vote, please click on the link provided in the web portal and follow the instructions. If you have already sent in a proxy or voted by telephone or internet and do not wish to change your vote, no further action is needed. If you have not yet submitted a proxy or electronic ballot, you must submit your electronic ballot now for your vote to be counted by the Inspector of Election. We will leave the polls open for 1 minute to allow everyone to choose to vote electronically to cast their ballot. [Voting]

The polls are now closed. No additional ballots, proxies or votes and no changes or replications will be accepted. Based on our preliminary voting results, the Inspector of Election has informed me that the stockholders have elected the 2 Class 1 directors to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Additionally, based on our preliminary voting results, the stockholders have ratified the appointment of BDO as our independent registered public accounting firm for our fiscal year ending December 31, 2021. The final voting results will be set forth in a report of the Inspector of Election and will be included in the minutes of this meeting. We will report the final voting results in a current report on a Form 8-K, which we will file with the Securities and Exchange Commission within 4 business days of today's date. This concludes our planned agenda today. There is no other formal business before us. I now declare the formal business portion of this meeting adjourned. And the ability to submit further questions through the web portal is now closed. Thank you for attending today's meeting. The formal business portion of the meeting is adjourned. Having received no questions during the course of today's business, we will conclude our Annual Stockholders Meeting. Thank you for joining us today, and thank you for your participation in our meeting. If you have any further questions, please visit our Investor Relations website. Thank you, and good afternoon.

This concludes the meeting. You may now disconnect.