ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Oct 9, 2025. Filed Aug 26, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 9, 2025 · Filed Aug 26, 2025
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| UNITED STATES | |
|---|---|
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 14A | |
| Proxy Statement Pursuant to Section 14(a) of | |
| the Securities Exchange Act of 1934 (Amendment No. ) | |
| Filed by the Registrant ☒ | |
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| ARRAY DIGITAL INFRASTRUCTURE, INC. | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, If other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Array Digital Infrastructure, Inc. SM
500 W. Madison Street, Suite 810Chicago, Illinois 60661Phone: (866) 573-4544
August 26, 2025
Dear Fellow Shareholders:
You are cordially invited to attend the 2025 annual meeting of shareholders ("2025 Annual Meeting") of Array Digital Infrastructure, Inc. f/k/a United States Cellular Corporation ("Array" or the "Company") on Thursday, October 9, 2025, at 8:30 a.m., Central Time. The meeting will be held virtually.
The Notice of the 2025 Annual Meeting of Shareholders and 2025 Proxy Statement ("2025 Proxy Statement") of our Board of Directors is attached. Also enclosed is our 2024 Annual Report on Form 10-K ("2024 10-K"). At the 2025 Annual Meeting, shareholders are being asked to take the following actions:
elect the director nominees named in the attached 2025 Proxy Statement;
ratify the selection of independent registered public accounting firm for the current fiscal year;
approve amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to reflect changes in the Company's business as a result of the recently-closed transaction with T-Mobile (the “Charter Amendments”); and
approve, on an advisory basis, the compensation of our named executive officers as disclosed in the attached 2025 Proxy Statement (commonly known as "Say-on-Pay").
Your Board of Directors unanimously recommends a vote "FOR" its nominees for election as directors, "FOR" the proposal to ratify accountants, "FOR” the Charter Amendments, and "FOR" the Say-on-Pay proposal.
The annual meeting will be held in a virtual format only.
We would like to have as many shareholders as possible represented at the 2025 Annual Meeting. Therefore, whether or not you plan to attend the meeting, please sign, date and return the enclosed proxy card(s), or vote on the Internet in accordance with the instructions set forth on the proxy card(s).
| Very truly yours, | |
|---|---|
| Walter C. D. Carlson | Douglas W. Chambers |
| Chair | President and CEO |
Dear Shareholders:
The Company has undergone significant changes in 2025.
In May 2024, UScellular announced that it had entered into an agreement to sell its wireless operations and select spectrum assets to T-Mobile, US Inc. for $4.4 billion, including up to $2 billion of assumed debt.
The transaction closed on August 1, 2025 and United States Cellular Corporation changed its name to Array Digital Infrastructure, Inc. (“Array”). The common stock continues to trade on the New York Stock Exchange and the ticker was changed from USM to AD.
Additionally on August 1, 2025, your Board of Directors declared a special cash dividend payment of $23.00 per share payable on August 19, 2025, to shareholders of record as of August 11, 2025.
With the close of the T-Mobile transaction, Array is operating primarily as a tower business with over 4,400 owned towers. Array also owns wireless spectrum and equity-method investments. The company has entered into agreements to sell additional spectrum licenses and will continue to look for opportunities to monetize its remaining spectrum.
Board and Executive Leadership Changes
At closing, Douglas W. Chambers became interim President and Chief Executive Officer of Array. Prior to that Mr. Chambers served as Executive Vice President, Chief Financial Officer and Treasurer. As interim President and CEO of Array, he will be responsible for overseeing operations and strategic initiatives related to the portfolio of 4,400 owned towers, equity method investment interests and retained wireless spectrum.
Vicki L. Villacrez has now assumed the position of Executive Vice President, Chief Financial Officer and Treasurer of Array. Ms. Villacrez has been a member of the Board of Directors of TDS since 2023 and a member of the Array Board since 2022. Ms. Villacrez also serves as TDS’ Executive Vice President and Chief Financial Officer.
Concurrent with the closing, the Board reduced its size from 13 to 9 members and Deirdre C. Drake, Michael S. Irizarry, Gregory P. Josefowicz, Cecelia D. Stewart and Laurent C. Therivel resigned from Board. In addition, Joseph R. Hanley joined the Board.
Also at closing Michael S. Irizarry, Kevin R. Lowell and Laurent C. Therivel ceased to be executive officers of the company.
Also, on August 1, 2025, Walter C. D. Carlson succeeded LeRoy T. Carlson, Jr. as Chair of Array.
Previously, Kenneth Dixon joined the Board replacing James Butman effective July 1, 2025.
Board Committee Changes
Harry J. Harczak, Jr., Esteban C. Iriarte and Xavier D. Williams will continue as independent directors of the Array Board, and the Board appointed Mr. Iriarte to serve on the Audit Committee.
The full Array board will assume the responsibilities that were previously delegated to the Long-Term Incentive Compensation Committee, which was dissolved upon the closing of the transaction with T-Mobile.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.