UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
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 | ||
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 | |||||
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.