Proxy Results, Corporate Action, Amendments to Bylaws (Form 8-K)

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:

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.