UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As described in Item 5.07 below, on May 15, 2025, the stockholders of AXT, Inc. (the “Company”) approved the AXT, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan was approved by the Company’s Board of Directors (the “Board”) on April 2, 2025, subject to stockholder approval.
The Company intends to use the 2025 Plan to continue its equity incentive program so that the Company may successfully attract and retain highly skilled employees and executive officers in the future. The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, at-risk awards, and other stock or cash awards as determined by the administrator of the 2025 Plan. The vesting of equity awards can be based on continuous service, attainment of certain performance goals, or other criteria established by the administrator.
A more detailed description of the 2025 Plan and related matters was set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”), under the heading “Proposal No. 3: Approval of the AXT, Inc. 2025 Equity Incentive Plan” and is incorporated herein by reference. The foregoing description and the summary contained in Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (“Annual Meeting”) on May 15, 2025. As of the record date of March 21, 2025, 45,597,995 shares of the Company’s Common Stock were outstanding and entitled to vote. Of this amount, 31,686,493 shares, representing approximately 69% 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 one (1) Class III director to hold office for a three-year term and until her successor is elected and qualified:
Name of Director | For | % | Withheld | % | Broker Non-Votes |
Christine Russel | 14,621,153 | 94.9% | 779,476 | 5.1% | 16,285,864 |
Christine Russell was duly elected by the stockholders as the Class III director to hold office for a three-year term and until her successor is elected and qualified.
Proposal 2: Advisory vote on executive compensation:
For | Against | Abstain | Broker Non-Votes |
13,609,497 | 541,575 | 1,249,557 | 16,285,864 |
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved by the stockholders on an advisory basis.
Proposal 3: Approval of the 2025 Equity Incentive Plan:
For | Against | Abstain | Broker Non-Votes |
14,834,626 | 449,191 | 116,812 | 16,285,864 |
The 2025 Equity Inventive Plan was approved by the shareholders.
Proposal 4: Ratification of the appointment of BPM LLP (“BPM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
For | Against | Abstain |
30,939,751 | 455,982 | 290,760 |
The appointment of BPM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the stockholders.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
| Description |
10.1* | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
* Management contract or compensatory plan.
SIGNATURES
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.
AXT, INC. | |||
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Date: May 16, 2025 | By: | /s/ Gary L. Fischer | |
Gary L. Fischer Chief Financial Officer and Corporate Secretary | |||