Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 24, 2024

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. ☐

Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Array Technologies, Inc. (the “Company”) with the Securities and Exchange Commission on September 30, 2024 (the “Original 8-K”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Original 8-K, the Human Capital Committee (the “Committee”) of the Board of Directors of the Company approved a supplemental leadership incentive plan (the “Supplemental Plan”) for senior executives of the Company (the “Participants”) to motivate executive officers to achieve long-term corporate financial and operating goals. Under the Supplemental Plan, which covers a measurement period from July 1, 2024 through December 31, 2024, the Participants are eligible to receive an annual cash incentive bonus based on cash, gross margin, and sales targets. Payouts under the Supplemental Plan and the Company’s 2024 Leadership Incentive Plan (the “LIP”) will collectively be capped at 95% of the Participants’ target awards under the LIP after considering achievement of performance targets set for the 2024 LIP and the Supplemental Plan. There will be no performance-based stock units awarded under the Supplemental Plan; however, the Supplemental Grant (as defined in the Original 8-K) of time-based restricted stock units will be made to the Participants, as previously disclosed.

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: October 4, 2024

By:

/s/ Michael Howell

Name: Michael Howell

Title: Interim Chief Legal Officer

Cover	Sep. 24, 2024
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Sep. 24, 2024
Entity Registrant Name	ARRAY TECHNOLOGIES, INC.
Entity Incorporation, State or 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
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	ARRY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001820721
Amendment Flag	false