Array Digital Infrastructure (AD) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held on May 19, 2026, with shareholders voting on director elections, auditor ratification, a charter amendment for officer exculpation, and a Say-on-Pay advisory vote.

• In 2025, the company transitioned from a wireless carrier to a tower company, selling wireless operations and spectrum to T-Mobile for $4.3 billion and rebranding as Array Digital Infrastructure.

• A special cash dividend of $23.00 per share was paid following the sale, and the company is actively monetizing remaining spectrum assets.

• Leadership transitioned to Anthony J. M. Carlson as President and CEO in November 2025.

Voting matters and shareholder proposals

• Shareholders will elect three directors by Common Shares and six by Series A Common Shares, ratify PwC as auditor, approve a charter amendment for officer exculpation, and vote on executive compensation.

• The board recommends voting FOR all proposals.

• TDS, as the controlling shareholder, intends to vote in favor of all board recommendations.

Board of directors and corporate governance

• The board consists of nine members, with a split between Common and Series A Common Share-elected directors.

• Chair and CEO roles are separated; annual board self-assessment is conducted.

• Audit Committee is fully independent; Technology Advisory Group reviews technology risks.

• Corporate governance guidelines and codes of conduct are in place, with annual Say-on-Pay votes and no supermajority requirements for charter/bylaw amendments.