🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for AXT, Inc. It's like an agenda and instruction manual for the company's annual shareholder meeting. The company is asking shareholders to vote on several important proposals, from electing directors to changing the company's fundamental rules.

👉 In simple terms: AXT is sending out its annual "shareholder ballot." You'll find out who's running the company, how they're paid, and a major proposal to issue more stock.

🏢 What The Company Does

AXT is a materials science company that makes specialized semiconductor wafers (the thin slices of material used to build computer chips). They focus on "compound" wafers like Indium Phosphide (InP) and Gallium Arsenide (GaAs), which are used when regular silicon isn't good enough for high-performance devices in areas like networking, data centers, and advanced electronics.

👉 Think of it as: They make the ultra-high-tech "foundation" or "canvas" that other companies use to build the most advanced electronic components.

📅 Key Dates & Logistics

• Annual Meeting: Thursday, May 14, 2026, at 11:00 a.m. Pacific Time.
• Location: 4281 Technology Drive, Fremont, California 94538.
• Record Date: March 20, 2026. Only shareholders on this date can vote.
• How to Vote: You can vote online, by phone, by mail, or in person at the meeting.
• Materials Available: Proxy materials were made available around March 31, 2026.

🗳️ The 5 Proposals to Vote On

The Board of Directors recommends voting "FOR" all five proposals.

1. 👥 Elect Two Directors

Shareholders are asked to elect two "Class I" directors to serve until 2029.

• Nominees: Dr. Morris S. Young (age 81, Chairman & CEO) and Dr. David C. Chang (age 84, Director).
• Why it matters: This vote determines who sits on the board and provides oversight for the company. Dr. Young is a co-founder, and Dr. Chang brings extensive industry experience.

2. 💼 Advisory Vote on Executive Pay ("Say-on-Pay")

This is a non-binding vote to approve the compensation of the company's top executives.

• Who: Named Executive Officers (NEOs) are CEO Morris Young and CFO Gary Fischer.
• Why it matters: It's a chance for shareholders to voice approval or disapproval of how the company pays its leadership. The company notes it increased base salaries in late 2025 because they had fallen below the median of their peer group.

3. 📊 Ratify the Auditor

Shareholders are asked to ratify (confirm) the selection of BPM LLP as the independent accounting firm for 2026.

• Fees: AXT paid BPM about $1.47 million in total fees for 2025.
• Why it matters: This is a standard but important check on the company's financial watchdog.

4. 📈 The Big One: Increase Authorized Shares

This is a key proposal. AXT wants to amend its corporate charter to increase its authorized common stock from 70 million shares to 120 million shares.

• Why it matters: The company recently did a secondary offering, raising about $100 million. This proposal gives the board more "fuel in the tank" for future needs like raising capital, making acquisitions, or issuing employee stock options without having to ask shareholders again. It provides strategic flexibility.

5. 🕒 Adjournment Proposal

This is a procedural backup plan. It asks for permission to adjourn the meeting if there aren't enough votes to approve the share increase (Proposal 4). This would give the company more time to solicit more shareholder votes.

👥 Board & Governance

• Board Structure: The board is "classified" with three classes of directors serving staggered 3-year terms.
• Independence: All directors except CEO Morris Young are considered independent.
• Key Committees: The Board has Audit, Compensation, and Nominating/Governance committees. After the recent passing of director Christine Russell, Leonard LeBlanc was appointed to the Audit and other committees.
• Leadership: Dr. Young serves as both Chairman and CEO. Jesse Chen is the Lead Independent Director, which helps balance power.

💰 Executive Compensation Highlights

• Philosophy: Pay is targeted to be around the 50th percentile of a peer group of 16 smaller tech/semiconductor companies.
• Structure: Pay is a mix of base salary, an annual cash bonus (with 60% tied to company financial targets and 40% to individual goals), and long-term equity awards.
• 2025 Highlights: Base salaries for the CEO and CFO were increased ~8% in November 2025 to align with the market after no raises since 2021. A significant portion of equity awards are "at-risk," tied to hitting financial performance goals.
• 2025 Say-on-Pay: In 2025, 88.4% of votes cast were in favor of the executive compensation.

🔮 What's Next & Strategic Context

The company highlights several strategic moves in 2025:

• Strong Demand: Focus on Indium Phosphide (InP) wafers, which saw increased demand.
• Capacity Expansion: Aiming to double its InP manufacturing capacity by the end of 2026.
• Capital Raise: Completed a secondary offering raising ~$100 million in late 2025.
• Operational Discipline: Reduced operating expenses by 14% ($5.4 million) compared to 2024.
• Key Risk: The company must comply with new export requirements from China's Ministry of Commerce, adding operational complexity.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong positioning in a high-demand niche (InP wafers).
• Proactive capacity expansion to meet future demand.
• Demonstrated ability to raise capital from the market.
• Clear shareholder-friendly governance practices (annual say-on-pay, independent lead director).

⚠️ Risks:

• Regulatory/Geopolitical: Reliance on manufacturing and materials from China exposes the company to trade and export control risks.
• Market Concentration: Performance is tied to the cycles and success of the end markets for compound semiconductors.
• Execution Risk: Successfully doubling InP capacity without operational missteps is a significant challenge.

🧠 The Analogy

AXT is like a specialty farm growing rare, high-yield seeds (their semiconductor wafers) that tech giants need to grow their most advanced electronic "crops." This proxy vote is about electing the farm's overseers, approving the head farmer's pay, and—most importantly—getting permission to buy more land (authorize more shares) so they can massively expand their seed production for the next growing season.

📇 Key Contacts & People

• Morris S. Young: Chairman & CEO
• Gary L. Fischer: CFO & Corporate Secretary
• Jesse Chen: Lead Independent Director
• David C. Chang: Director
• Leonard J. LeBlanc: Director (Chair of Audit Committee)
• Investor Relations Contact:
  • Address: AXT, Inc., 4281 Technology Drive, Fremont, CA 94538, Attention: Investor Relations
  • Phone: (510) 438-4700
  • Email: [email protected]

🧩 Final Takeaway

This proxy is centered on securing shareholder approval for a major increase in authorized stock (Proposal 4), which is crucial for AXT's capital-raising flexibility as it executes its strategy to double its capacity in the high-demand Indium Phosphide market. The other proposals are standard annual governance items.