AXT Inc filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

false 0001051627 0001051627 2026-06-04 2026-06-04

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 4, 2026

 

(Exact name of registrant as specified in its charter)

 

 

 

 

Fremont, California 94538

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (510) 438-4700

 

Not Applicable

(Former name or former address, if changed since last report)

 

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 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:

 

 

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. ☐

 

 

 

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

 

As described in Item 5.07 below, AXT, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 4, 2026 (the “2026 Meeting”). Upon receipt of approval by a majority of stockholders of record entitled to vote at the 2026 Meeting as of the record date, on June 4, 2026, the Company filed a certificate of amendment (the “Amendment”) to its Restated Certificate of Incorporation, as amended (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock of the Company from 70,000,000 to 120,000,000, effective upon filing. The Amendment did not have any effect on the par value per share of the Company’s common stock.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference

 

 

The Company held its Annual Meeting of Stockholders (“Annual Meeting”) on June 4, 2026. As of the record date of March 20, 2026, 56,944,925 shares of the Company’s Common Stock were outstanding and entitled to vote. Of this amount, 28,907,223 shares, representing approximately 52% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. The matters voted upon at the Annual Meeting and the results of such voting are set forth below:

 

Proposal 1: Election of two (2) Class I directors to hold office for a three-year term and until their successors are elected and qualified:

 

 

Dr. Morris Young and Dr. David Chang were duly elected as Class I directors.

 

Proposal 2: Advisory vote on executive compensation:

 

 

The compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2026, was approved on an advisory basis.

 

Proposal 3: Ratification of the appointment of BPM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

 

 

The appointment of BPM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified.

 

Proposal 4: Approval of an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the authorized shares of common stock from 70,000,000 to 120,000,000 (the “Amendment Proposal”):

 

 

The Amendment Proposal was approved.

 

 

Proposal 5: To approve the adjournment of the annual meeting if necessary or advisable to solicit additional proxies in favor of Amendment Proposal if there are insufficient votes at the time of the annual meeting to approve the Amendment Proposal (the “Adjournment Proposal”):

 

 

The Adjournment Proposal was approved.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

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.