AXT cuts shareholder meeting quorum requirement

AXT, Inc. reported that its Board of Directors approved an amendment to the company’s Second Amended and Restated Bylaws on July 26, 2026.

Accepted by SEC EDGAR 07/29/2026 - 04:17 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

AXT, Inc. reported that its Board of Directors approved an amendment to the company’s Second Amended and Restated Bylaws on July 26, 2026. The amendment changes Section 1.4 to reduce the quorum required for shareholder meetings from a majority to thirty-three and one-third percent of shares entitled to vote.

This bylaw change is effective immediately and is treated as a material modification to the rights of security holders, because it alters the voting threshold needed for shareholder meetings to conduct business.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Quorum requirement: 33 1/3% of shares entitled to vote Board approval date: July 26, 2026 Common stock par value: $0.001 per share

3 metrics

Quorum requirement 33 1/3% of shares entitled to vote Minimum presence for shareholder meetings after amendment to Section 1.4

Board approval date July 26, 2026 Date the Board of Directors adopted the bylaw amendment

Common stock par value $0.001 per share Par value of AXT, Inc. common stock listed on The NASDAQ Stock Market LLC

Key Terms

quorum, Material Modification to Rights of Security Holders, Second Amended and Restated Bylaws, emerging growth company

4 terms

quorum regulatory

"amended to reduce the quorum required for meetings of shareholders"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Material Modification to Rights of Security Holders regulatory

"Item 3.03. Material Modification to Rights of Security Holders."

Second Amended and Restated Bylaws regulatory

"amendment to the Company’s Second Amended and Restated Bylaws"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did AXT, Inc. (AXTI) make on July 26, 2026?

AXT, Inc. amended its bylaws on July 26, 2026, changing the shareholder meeting quorum. The Board revised Section 1.4 so that only 33 1/3% of shares entitled to vote are needed to constitute a quorum, replacing the prior majority requirement.

How did AXT, Inc. (AXTI) change the quorum requirement for shareholder meetings?

AXT, Inc. reduced its quorum requirement to 33 1/3% of all shares entitled to vote. Previously, a majority of such shares was required for a shareholder meeting to proceed, so fewer shares now need to be represented for business to be conducted.

Which bylaw provision of AXT, Inc. (AXTI) was amended?

The Board amended Section 1.4 of AXT, Inc.’s Second Amended and Restated Bylaws. This specific section governs the quorum required for meetings of shareholders and now sets that threshold at 33 1/3% of shares entitled to vote.

When did AXT, Inc. (AXTI)’s new quorum rule become effective?

The new quorum rule became effective immediately on July 26, 2026. On that date, the Board adopted the amendment, so any shareholder meeting held after that date is governed by the 33 1/3% quorum standard.

Does the AXT, Inc. (AXTI) bylaw change affect rights of security holders?

Yes. The company classified the bylaw change as a material modification to rights of security holders. By lowering the quorum from a majority to 33 1/3% of eligible shares, it alters how many shares must be represented for shareholder decisions to be considered.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001051627 0001051627 2026-07-26 2026-07-26

--12-31

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): July 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))

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

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 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 26, 2026, the Board of Directors (the “Board”) of AXT, Inc. (the “Company”) adopted and approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws, effective immediately, pursuant to which Section 1.4 thereof was amended to reduce the quorum required for meetings of shareholders from a majority to thirty-three and one-third percent of all shares of stock entitled to vote at the meeting.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Second Amended and Restated Bylaws of AXT, Inc.,
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB