8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Earliest Event Reported: July 15, 2022 

ARRAY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter) 

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

3901 Midway Place NE

Albuquerque, New Mexico 87109

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (505) 881-7567 

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: 

☐	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications 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 8.01    Other Events.

On July 21, 2022, Array Technologies, Inc. (the “Company” or “Array”) issued a press release (the “Press Release”) announcing that, on July 15, 2022, it had agreed to binding settlement terms in connection with its claims filed in the U.S. District Court for the District of New Mexico, Case No. 1:17-cv-00087-JCH-LF (the “Case”) against Nextracker LLC, Daniel S. Shugar, Marco Garcia, Flextronics International U.S.A., Inc., Scott Graybeal and Colin Mitchell (collectively “Defendants”) asserting (among other claims) trade secret misappropriation, tortious interference with contract, and breach of contract. The Press Release was issued as a joint press release on behalf of Array and the Defendants per the terms of the Settlement, and a copy is included as Exhibit 99.1 of this report.

The Settlement provides for, among other things, a payment of $42,750,000 to be made by Defendants to Array in resolution of the Company’s claims and a mutual limited release of all claims asserted, or that could have been asserted, in connection with the Case.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit #	Exhibit Title or Description
99.1	Joint Press Release of Array Technologies, Inc. and the Defendants, dated July 21, 2022.
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: July 21, 2022	By:	/s/ Tyson Hottinger
		Name: Tyson Hottinger
		Title: Chief Legal Officer

EX-99.1

Exhibit 99.1

Array Technologies, Inc. Enters Into Settlement Agreement with Nextracker LLC, Flextronics International U.S.A., Inc.

ALBUQUERQUE, N.M., July 21, 2022 – Array Technologies, Inc. (“Array”) (NASDAQ: ARRY) and Nextracker LLC, Daniel S. Shugar, Marco Garcia, Flextronics International U.S.A., Inc., Scott Graybeal and Colin Mitchell have entered into a monetary settlement agreement to resolve a lawsuit Array filed in 2017 in the United States District Court for the District of New Mexico, Case No. 1:17-cv-00087-JCH-LF. Array’s claims in the lawsuit included misappropriation of Array’s trade secrets, tortious interference of contract, and breach of contract. The trial was set to begin on Monday, July 18, 2022.

Nextracker acknowledges that an Array employee was hired in violation of his non-compete agreement, certain Array confidential information was improperly obtained, and Nextracker’s behavior was wrongful. The parties are pleased to conclude this matter and look forward to continuing their shared missions of mainstreaming clean energy worldwide. As part of the settlement, the parties agreed to treat the settlement terms as confidential except to the extent required or necessitated by law, regulation, or the corporate parties’ shareholder disclosure standards.

About Array Technologies, Inc. Array Technologies 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.

Media Contact:

Steve Brecken

H+K Strategies

832-285-4620

Steve.Brecken@hkstrategies.com

Investor Relations Contact:

505-437-0010

investors@arraytechinc.com

XML

Cover Page	Jul. 15, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 15, 2022
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