AXT (AXTI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, at the principal offices in Fremont, CA, with proxy materials primarily distributed electronically to enhance efficiency and sustainability.

• Shareholders of record as of March 20, 2026, are entitled 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 FOR all proposals on the agenda.

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 2026.

• Amendment to increase authorized common stock from 70M to 120M shares.

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

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.

• Board leadership combines CEO/Chairman and a lead independent director.

• Board and committees met regularly, with all directors attending at least 75% of meetings.

• Director nominations consider skills, independence, diversity, and continuity; stockholders may submit nominees.