AXT (AXTI) investor relations material

Executive summary

• The annual meeting is scheduled for May 14, 2026, with proxy materials primarily distributed electronically to enhance efficiency and sustainability.

• Shareholders of record as of March 20, 2026, are eligible to vote on key proposals, including director elections, executive compensation, auditor ratification, an amendment to increase authorized shares, and potential adjournment.

• The Board recommends voting in favor of all proposals presented.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of BPM LLP as independent auditor for fiscal year 2026.

• Approval to amend the Certificate of Incorporation to increase authorized common stock from 70M to 120M shares.

• Approval to adjourn the meeting if more time is needed to solicit votes for the amendment proposal.

Board of directors and corporate governance

• Board consists of classified directors with staggered terms; majority are independent per Nasdaq standards.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Lead independent director role established; executive sessions held without management.

• Director nominations consider skills, independence, diversity, and continuity.