AXT Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 noted below, on May 16, 2024, the stockholders of AXT, Inc. (the “Company”) approved an amendment to the AXT, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) to increase the number of shares reserved for issuance thereunder by 3,600,000 shares. The amendment to the 2015 Plan is described in more detail in the Company’s 2024 Proxy Statement (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on April 5, 2024.
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 2015 Plan, as amended, 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 16, 2024. 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 II director to hold office for a three-year term and until his successor is elected and qualified:
Name of Director | For | % | Withheld | % | Broker Non-Votes |
Jesse Chen | 23,080,644 | 88.23% | 3,080,165 | 11.77% | 7,042,413 |
Jesse Chen was duly elected by the stockholders as the Class II director to hold office for a three-year term and until his successor is elected and qualified.
Proposal 2: Advisory vote on executive compensation:
For | Against | Abstain | Broker Non-Votes |
24,199,205 | 1,214,339 | 747,265 | 7,042,413 |
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 an amendment to the 2015 Plan:
For | Against | Abstain | Broker Non-Votes |
16,074,438 | 9,040,408 | 1,045,963 | 7,042,413 |
The amendment to the 2015 Plan was approved.
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, 2024:
For | Against | Abstain |
31,630,895 | 1,539,280 | 33,047 |
The appointment of BPM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 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 20, 2024 By: | /s/ Gary L. Fischer | |
Gary L. Fischer Chief Financial Officer and Corporate Secretary | |||