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AXT (NASDAQ: AXTI) holders OK 120M share authorization and elect directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AXT, Inc. reported results of its 2026 Annual Meeting and a change to its charter. Stockholders approved an amendment to the Restated Certificate of Incorporation to increase authorized common shares from 70,000,000 to 120,000,000, effective upon filing on June 4, 2026.

As of the March 20, 2026 record date, 56,944,925 common shares were outstanding, with 28,907,223 shares (about 52%) represented, establishing a quorum. Stockholders elected Dr. Morris Young and Dr. David Chang as Class I directors, approved an advisory vote on executive compensation, ratified BPM as independent auditor for 2026, and approved both the share-authorization amendment and a related adjournment proposal.

Positive

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Negative

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Insights

Shareholders backed higher authorized shares and routine governance items.

AXT, Inc. gained stockholder approval to increase authorized common stock from 70,000,000 to 120,000,000, expanding capacity for future equity issuance under its charter. The change became effective upon filing the certificate of amendment with Delaware authorities on June 4, 2026.

Voting participation covered approximately 52% of the 56,944,925 shares outstanding as of March 20, 2026, satisfying quorum requirements. All management proposals on the ballot were approved, including director elections, advisory executive compensation support, auditor ratification, the share-authorization amendment, and a potential adjournment mechanism.

The filing describes governance outcomes and capital structure flexibility but does not specify any particular future issuance plans or timing. Subsequent company disclosures may detail how and when additional authorized shares are used.

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 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common stock before amendment 70,000,000 shares Restated Certificate of Incorporation prior to June 4, 2026 amendment
Authorized common stock after amendment 120,000,000 shares Effective upon filing of amendment on June 4, 2026
Shares outstanding 56,944,925 shares Common stock outstanding and entitled to vote as of March 20, 2026
Shares represented at meeting 28,907,223 shares Common stock represented in person or by proxy at 2026 Annual Meeting
Vote for share increase amendment 26,991,579 for / 1,870,385 against Proposal to increase authorized common stock from 70,000,000 to 120,000,000
Executive compensation advisory vote 18,256,842 for / 410,844 against Say-on-pay proposal at 2026 Annual Meeting
Auditor ratification vote 28,619,471 for / 247,944 against Ratification of BPM as independent auditor for 2026
Restated Certificate of Incorporation regulatory
"the Company filed a certificate of amendment to its Restated Certificate of Incorporation, as amended"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
authorized shares financial
"to increase the number of authorized shares of common stock of the Company from 70,000,000 to 120,000,000"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
broker non-votes financial
"Dr. Morris Young | 18,418,094 | 98.26% | 326,349 | 1.74% | 10,162,780"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote on executive compensation financial
"Proposal 2: Advisory vote on executive compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm regulatory
"Ratification of the appointment of BPM as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum regulatory
"28,907,223 shares, representing approximately 52% ... were represented in person or by proxy, constituting a quorum"
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.
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Understanding 8-K Material Events →
false 0001051627 0001051627 2026-06-04 2026-06-04
 
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): June 4, 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 contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 5.03.  Amendments of Articles of Incorporation; Change in Fiscal Year.
 
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
 
Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
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:
 
Name of Director
For
%
Withheld
%
Broker Non-Votes
Dr. Morris Young
18,418,094
98.26%
326,349
1.74%
10,162,780
Dr. David Chang
15,937,028
85.02%
2,807,414
14.98%
10,162,780
 
Dr. Morris Young and Dr. David Chang were duly elected as Class I directors.
 
Proposal 2: Advisory vote on executive compensation:
 
For
Against
Abstain
Broker Non-Votes
18,256,842
410,844
76,757
10,162,780
 
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:
 
For
Against
Abstain
28,619,471
247,944
39,808
 
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”):
 
For
Against
Abstain
26,991,579
1,870,385
45,259
 
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”):
 
For
Against
Abstain
26,383,217
2,475,288
48,718
 
The Adjournment Proposal was approved.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
No.
  
Description
     
3.1
  
Certificate of Amendment to Restated Certificate of Incorporation
104
  
Cover Page Interactive Data File (formatted as inline XBRL)
 
 
 
 
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: June 9, 2026
By:  
/s/ Gary L. Fischer
  
   
Gary L. Fischer
Chief Financial Officer and Corporate Secretary
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What change to AXT (AXTI) authorized common shares was approved?

Stockholders approved increasing AXT’s authorized common stock from 70,000,000 to 120,000,000 shares. This change, implemented via a certificate of amendment to the Restated Certificate of Incorporation, became effective upon filing with the Delaware Secretary of State on June 4, 2026.

How many AXT (AXTI) shares were outstanding and represented at the 2026 Annual Meeting?

As of the March 20, 2026 record date, AXT had 56,944,925 common shares outstanding and entitled to vote. Of these, 28,907,223 shares, or about 52% of eligible shares, were represented in person or by proxy at the Annual Meeting, constituting a quorum.

Which directors were elected at the AXT (AXTI) 2026 Annual Meeting?

Stockholders elected Dr. Morris Young and Dr. David Chang as Class I directors for three-year terms. Dr. Young received 18,418,094 votes for and 326,349 withheld, while Dr. Chang received 15,937,028 votes for and 2,807,414 withheld, with 10,162,780 broker non-votes on each.

Was AXT (AXTI) executive compensation approved on an advisory basis?

Yes. The advisory vote on compensation for AXT’s named executive officers passed with 18,256,842 votes for, 410,844 against, and 76,757 abstentions, along with 10,162,780 broker non-votes. This reflects stockholder support for the compensation program described in the March 31, 2026 proxy statement.

Did AXT (AXTI) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified BPM as AXT’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 28,619,471 votes for, 247,944 against, and 39,808 abstentions, indicating strong support for continuing the relationship with BPM.

How did AXT (AXTI) stockholders vote on the share increase and adjournment proposals?

The amendment to increase authorized common shares passed with 26,991,579 votes for, 1,870,385 against, and 45,259 abstentions. The related adjournment proposal, allowing meeting adjournment to solicit additional proxies if needed, passed with 26,383,217 for, 2,475,288 against, and 48,718 abstentions.

Filing Exhibits & Attachments

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