Item 2.02 Results of Operations and Financial Condition. OnMay 11, 2021 ,Array Technologies, Inc. (the "Company") announced its financial results for the quarter endedMarch 31, 2021 , by issuing a press release. In the press release, the Company also announced that it would be holding a conference call onMay 11, 2021 , at5 p.m. Eastern Time to discuss its financial results. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information included in Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing. Certain non-GAAP measures are set forth in Exhibit 99.1. A non-GAAP financial measure is a numerical measure of a company's performance that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. However, non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. The disclosure in Exhibit 99.1 allows investors to reconcile the non-GAAP measures to GAAP.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnMay 10, 2021 ,Peter Jonna delivered written notice to the Board of Directors (the "Board") ofArray Technologies, Inc. (the "Company") stating that he resigned from his position as a member of the Board. At the time of his resignation,Mr. Jonna was not a member of any committee of the Board.Mr. Jonna's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. EffectiveMay 10, 2021 , the Board, acting upon the recommendation of itsNominating and Corporate Governance Committee , appointedJayanthi Iyengar as a member of the Board.Ms. Iyengar will serve as a director until the Company's 2022 Annual Meeting of Shareholders. There are no arrangements or understandings betweenMs. Iyengar and any other persons pursuant to which she was selected to serve as a director of the Company. In addition, there are no transactions between the Company andMs. Iyengar or her immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Exchange Act.
Item 7.01 Regulation FD Disclosure.
OnMay 11, 2021 , the Company issued a press release announcing the resignation ofMr. Jonna and the appointment ofMs. Iyengar as a director of the Company. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein. The information set forth in the Company's press release datedMay 11, 2021 , included herewith as Exhibit 99.3, is incorporated by reference to this Item 7.01. The information contained in this Item 7.01 and the exhibit hereto shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act and shall not be incorporated by reference into any filings made by the Company under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release of Array Technologies, Inc. , dated Ma y 11 , 2021 99.2 Press Release of Array Technologies, Inc., dated May 11, 2021 99.3 Press Release of Array Technologies, Inc., dated May 11, 2021
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