AXT (NASDAQ: AXTI) makes Leonard LeBlanc independent director and audit chair

Rhea-AI Filing Summary

AXT, Inc. reported a change in the status and role of director Leonard J. LeBlanc. The board determined on January 26, 2026 that Mr. LeBlanc is now independent under Nasdaq Listing Rules, after previously serving as a non-independent director under a limited exception.

The board had already found that he meets all independence requirements for audit committee service under SEC Rule 10A‑3 and Nasdaq rules, and has designated him as an “audit committee financial expert”. Following this new independence determination, the company’s Audit Committee now consists of three independent directors, and Mr. LeBlanc has been appointed Chair, replacing Mr. Jesse Chen in that role. Mr. Chen remains a member of the Audit Committee. Mr. LeBlanc will receive an annual cash retainer of $20,000 for serving as Audit Committee Chair.

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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 Report (Date of earliest event reported): January 26, 2026 

AXT, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-24085		94-3031310
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4281 Technology Drive

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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, $0.001 par value		AXTI		The NASDAQ Stock Market LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on July 29, 2025, the board of directors (the “Board”) of AXT, Inc. (the “Company”) appointed Mr. Leonard J. LeBlanc as a non-independent member of its Board in reliance on the limited exception provided under the Nasdaq Listing Rules. On January 26, 2026, the Board re-evaluated Mr. LeBlanc’s independence under the Nasdaq Listing Rules, and determined that Mr. LeBlanc is now independent under the Nasdaq Listing Rules. The Board has previously determined that Mr. LeBlanc meets all independence requirements for a member of the audit committee under Rule 10A-3 of the Securities and Exchange Act of 1934, as amended, and the other independence requirements under the Nasdaq Listing Rules. Upon the Board’s determination that Mr. LeBlanc is now independent under the Nasdaq Listing Rules, the Company’s Audit Committee of the Board (the “Audit Committee”) will consist of three independent as required by Nasdaq Listing Rule 5605(c)(2)(A).

Effective upon Mr. LeBlanc’s determination as an independent director by the Board, Mr. Jesse Chen stepped down as Chair of the Audit Committee and the Board appointed Mr. LeBlanc as Chair of the Audit Committee. Mr. Chen will remain a member of the Audit Committee. The Board has determined that Mr. LeBlanc is an “audit committee financial expert” as defined by the rules and regulations of the SEC. Mr. LeBlanc will also be entitled to receive an annual cash retainer of $20,000 for his service as the Chair of the Audit Committee.

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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.
Date: January 29, 2026	By:	/s/ Gary L. Fischer
		Gary L. Fischer
		Chief Financial Officer and Corporate Secretary

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FAQ

What governance change did AXT (AXTI) disclose regarding its audit committee?

AXT disclosed that its board determined Leonard J. LeBlanc is now independent under Nasdaq rules and appointed him Chair of the Audit Committee. With this change, the Audit Committee consists of three independent directors, aligning with Nasdaq Listing Rule 5605(c)(2)(A).

Who is Leonard J. LeBlanc and what is his new role at AXT (AXTI)?

Leonard J. LeBlanc is a director on AXT’s board. The board has determined he is independent under Nasdaq rules and appointed him Chair of the Audit Committee. He also qualifies as an “audit committee financial expert” under SEC regulations, enhancing the committee’s financial oversight credentials.

How did AXT (AXTI) previously classify Leonard J. LeBlanc’s board status?

AXT previously appointed Leonard J. LeBlanc on July 29, 2025 as a non-independent director relying on a limited exception under Nasdaq Listing Rules. On January 26, 2026, the board re-evaluated his status and determined he is now independent under the same Nasdaq framework.

What happens to Jesse Chen’s position on AXT’s (AXTI) Audit Committee?

Jesse Chen stepped down as Chair of AXT’s Audit Committee once Leonard J. LeBlanc was determined to be independent and appointed Chair. Chen, however, remains a member of the Audit Committee, continuing to participate in its oversight activities without serving as its chair.

What compensation will Leonard J. LeBlanc receive as AXT (AXTI) Audit Committee Chair?

For his service as Chair of AXT’s Audit Committee, Leonard J. LeBlanc is entitled to receive an annual cash retainer of $20,000. This retainer is specifically tied to his role as committee chair and is in addition to any other applicable director compensation.

Does Leonard J. LeBlanc meet SEC and Nasdaq independence requirements at AXT (AXTI)?

AXT’s board determined that Leonard J. LeBlanc meets all independence requirements for audit committee members under SEC Rule 10A‑3 and Nasdaq Listing Rules. The board also concluded he is independent as a director under Nasdaq rules, supporting his role as Audit Committee Chair.