ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Oct 9, 2025. Filed Aug 26, 2025.
View on SEC.govAbout this filing
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
Contents
SUMMARY
Proxy Statement Summary
| Annual Meeting Information | |
|---|---|
| Date and Time | October 9, 2025 at 8:30 a.m. Central Time |
| Place | Virtual |
| Record Date | August 15, 2025 |
| Webcast | investors.arrayinc.com/events-and-presentations/ |
Governance Highlights
Annual election of all directors
Directors, officers and certain other employees prohibited from pledging or hedging shares
The positions of Chair of the Board of Directors and President/Chief Executive Officer are separate
Annual self-assessment of board and its committees
Limits on other public board service
The following is a summary of the actions being taken at the 2025 Annual Meeting and does not include all the information that may be important to you. You should carefully read this entire Proxy Statement and not rely solely on the following summary.
Proposal 1—Election of Directors
Under the terms of Array's Restated Certificate of Incorporation ("Restated Charter"), the terms of all directors will expire at the 2025 Annual Meeting.
The holders of Common Shares are entitled to elect three directors. Your Board of Directors has nominated the following persons for election as directors by the holders of Common Shares: Harry J. Harczak, Jr., Esteban C. Iriarte, and Xavier D. Williams.
Telephone and Data Systems, Inc. ("TDS"), as the sole holder of Series A Common Shares, is entitled to elect six directors. Your Board of Directors has nominated the following persons for election as directors by the holder of Series A Common Shares: LeRoy T. Carlson, Jr., Walter C. D. Carlson, Douglas W. Chambers, Kenneth S. Dixon, Joseph R. Hanleyand Vicki L. Villacrez.
Our 2025 Director Nominees
| Name | Age | Director Since | Independent | Principal Occupation |
|---|---|---|---|---|
| LeRoy T. Carlson, Jr.** | 78 | 1984 | Vice Chair, TDS | |
| Walter C. D. Carlson** | 71 | 1989 | Chair of the Board, President and CEO, TDS | |
| Douglas W. Chambers** | 56 | 2023 | President and CEO, Array | |
| Kenneth S. Dixon** | 56 | July 2025 | President and CEO, TDS Telecommunications LLC ("TDS Telecom"), a wholly owned subsidiary of TDS | |
| Joseph R. Hanley** | 58 | August 2025 | Senior Vice President-Strategy and Corporate Development, TDS | |
| Harry J. Harczak, Jr.* | 69 | 2003 | X | Managing Director of Sawdust Capital, LLC |
| Esteban C. Iriarte* | 53 | 2022 | X | Former Executive Vice President and Chief Operating Officer, Latin America, Millicom International Cellular S.A. |
| Vicki L. Villacrez** | 63 | 2022 | Executive Vice President and Chief Financial Officer of TDS | |
| Xavier D. Williams* | 57 | 2023 | X | CEO of Network Wireless Solutions, LLC |
*To be elected by Common Shares **To be elected by Series A Common Shares
Kenneth Dixon was initially elected by the Board of Directors effective July 1, 2025 to fill the vacancy on the Board created by the resignation of James Butman. Mr. Dixon was recommended as a candidate by TDS.
Joseph R. Hanley was initially elected by the Board of Directors on August 1, 2025, to fill a vacancy on the Board. He was recommended as a candidate by TDS.
Proposal 2—Ratification of Independent Registered Public Accounting Firm
As in prior years, shareholders are being asked to ratify PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the year ending December 31, 2025.
Proposal 3—Charter Amendments
Shareholders are being asked 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 (i) a section of the Charter relating to the business in which the Company may engage without TDS’ consent and (ii) in a section of the Charter relating to corporate opportunities that may be claimed by the Company.
Proposal 4—Advisory Vote to Approve Executive Compensation or "Say-on-Pay"
Shareholders are being asked to approve, on an advisory basis, the compensation of our named executive officers for 2024.
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS AND 2025 PROXY STATEMENT
TO THE SHAREHOLDERS OF
ARRAY DIGITAL INFRASTRUCTURE, INC.
We will hold the 2025 annual meeting of shareholders ("the 2025 Annual Meeting") of Array Digital Infrastructure, Inc. ("Array" or the "Company"), a Delaware corporation virtually, on Thursday, October 9, 2025, at 8:30 a.m., Central Time. At the meeting, we are asking shareholders to take the following actions:
To elect the director nominees named in this proxy statement.
To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.
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 (the “Charter Amendments”).
To approve, on an advisory basis, the compensation of our named executive officers as disclosed herein (commonly known as "Say-on-Pay").
To transact such other business as may properly come before the meeting or any postponement, adjournment or recess thereof.
Your Board of Directors recommends a vote "FOR" each of the nominees for election as directors, "FOR" the proposal to ratify accountants, “FOR” approval of the Charter Amendments and "FOR" approval of the Say-on-Pay proposal.
We have fixed the close of business on August 15, 2025, as the record date for the determination of shareholders entitled to notice of, and to vote at, the 2025 Annual Meeting or any postponement, adjournment or recess thereof.
The annual meeting will be held in a virtual format only.
We are first sending this Notice of the 2025 Annual Meeting of Shareholders and Proxy Statement and proxy card, together with our 2024 Annual Report, on or about August 26, 2025, to shareholders who are receiving a paper copy of the proxy materials. We have made arrangements to commence mailing a Notice of Internet Availability of Proxy Materials on or about August 26, 2025 to other shareholders as discussed below.
You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: https://meetnow.global/MFYXJQ4 at 8:30 am Central on Thursday, October 9, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.