8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 16, 2021

ARRAY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39613	83-2747826
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3901 Midway Place NE

Albuquerque, New Mexico 87109

(Address of Principal Executive Offices, and Zip Code)

(505) 881-7567

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
Common Stock, $0.001 Par Value	ARRY	Nasdaq Global Market

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 November 16, 2021, Jim Fusaro, the Chief Executive Officer of Array Technologies, Inc. (the “Company”), gave notice of his intention to resign on or before December 31, 2022 from his positions as an executive officer and employee of the Company and its subsidiaries and affiliates. Concurrent with his resignation as an executive officer and employee, Mr. Fusaro also gave notice of his intention to resign as a member of the Company’s Board of Directors (the “Board”). Currently, Mr. Fusaro does not serve as a member of any committee of the Board. Mr. Fusaro has agreed to stay on to assist with the identification, appointment, and transition of his successor as Chief Executive Officer. Mr. Fusaro’s resignation is not the result of any material disagreement with the Company regarding its operations, policies, or practices.

Item 7.01 Regulation FD Disclosure.

On November 22, 2021, the Company issued a press release describing the matters in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein. The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Title or Description
99.1	Press Release of Array Technologies, Inc., dated November 22, 2021.
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: November 22, 2021	By:	/s/ Tyson Hottinger
	Name:	Tyson Hottinger
	Title:	Chief Legal Officer

EX-99.1

Exhibit 99.1

ARRAY TECHNOLOGIES ANNOUNCES PLANNED CEO RETIREMENT

Albuquerque, NM, November 22, 2021 — Array Technologies, Inc. (Nasdaq: ARRY) (“Array”), one of the world’s largest providers of utility-scale solar tracking technology, today announced that Jim Fusaro, Chief Executive Officer, has informed the board of his intent to retire from the company on or before December 31, 2022. The Board of Directors is engaged in a search to identify Mr. Fusaro’s successor.

“It has been a privilege to lead Array over the past four years, but the time is right for me to think about spending more time with my family. I am incredibly proud of what we are doing as a company. By bringing great products to market and maintaining a relentless focus on our customers, we have become the U.S. market leader. We successfully navigated an extraordinarily challenging supply chain environment brought on by the pandemic. And now with the acquisition of STI, we have created the global leader in trackers” said Mr. Fusaro.

Mr. Fusaro added, “I am also grateful for the tremendous contributions that my leadership team has made to Array’s success. They are a talented and highly motivated group that has the skills necessary to lead the company into the next phase of its growth. Over the next year, I will continue to drive our core goals of market share growth, margin improvement and international expansion as well as the operational integration of STI. I also plan to work closely with my successor to ensure a smooth transition once he or she is named and ensure the company’s strategic initiatives stay the course.”

“On behalf of the Board of Directors, I would like to thank Jim for his continued contributions to Array. His tenure has brought growth to Array’s revenues from approximately $300 million to nearly $1 billion in just four years. His engineering and operations expertise were the foundation for our explosive growth and under his stewardship Array continues to be the global leader in our industry. We look forward to continuing to work with him as he supports the search for, and transition to, his successor over the coming year,” said Brad Forth, Chairman of the Board of Directors at Array.

About Array Technologies

Array Technologies (NASDAQ: ARRY) is a leading American company and global provider of utility-scale solar tracker technology. Engineered to withstand the harshest conditions on the planet, Array’s high-quality solar trackers and sophisticated software maximize energy production, accelerating the adoption of cost-effective and sustainable energy. Founded and headquartered in the United States, Array relies on its diversified global supply chain and customer-centric approach to deliver, commission, and support solar energy developments around the world, lighting the way to a brighter, smarter future for clean energy. For more news and information on Array, please visit arraytechinc.com.

XML

Document and Entity Information	Nov. 16, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001820721
Document Type	8-K
Document Period End Date	Nov. 16, 2021
Entity Registrant Name	ARRAY TECHNOLOGIES, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-39613
Entity Tax Identification Number	83-2747826
Entity Address, Address Line One	3901 Midway Place NE
Entity Address, City or Town	Albuquerque
Entity Address, State or Province	NM
Entity Address, Postal Zip Code	87109
City Area Code	(505)
Local Phone Number	881-7567
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 Par Value
Trading Symbol	ARRY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false