{"url_path":"/sec/axti/8-k/2026-06-22/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1051627/0001437749-26-021307-index.html","accession_number":"0001437749-26-021307","cik":"0001051627","ticker":"AXTI","issuer_name":"AXT INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1051627/0001437749-26-021307-index.html","primary_entity_key":"0001051627","primary_entity_name":"AXT INC"},"word_count":382,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n(d) On June 17, 2026, the Board of Directors (the “Board”) of AXT, Inc. (the “Company”) increased the number of directors on the Board from four (4) to five (5). Immediately thereafter, the Board elected Tracy Liu to the Board as a Class II Director and independent director, effective immediately. Ms. Tracy Liu’s term will expire at the Company’s annual meeting of stockholders in 2028. Ms. Liu will also serve on the audit, compensation and nominating and corporate governance committees of the Board.\n\n \n\n*Tracy D. Liu.* Ms. Liu has more than 30 years of business advisory experience, tax strategy and accounting. She has served as Chief Executive Officer of HM CPA Services P.C., since 2024 and was the Managing Partner of H&M International Tax, LLP from 2020 to 2024. Ms. Liu also has served as an independent director and chair of the audit committee of ACM Research, Inc. (NASDAQ: ACMR) since 2016. Ms. Liu received a Bachelor of Science degree from Nankai University and a Master of Accounting and Tax degree from Golden Gate University, and she is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.\n\n \n\nMs. Liu will receive cash and equity compensation under the Company’s existing non-employee director compensation policy as described in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026, including (i) an initial award of 2,500 shares of restricted stock and (ii) a prorated annual equity grant of 726 shares of restricted stock, with both awards to vest on May 14, 2027, subject to Ms. Liu’s continuous service through the vesting date. In addition, Ms. Liu will enter into the Company’s standard indemnification agreement in connection with her appointment to the Board. There are no arrangements or understandings between Ms. Liu and any other person pursuant to which Ms. Liu was elected as a director. There are no family relationships between Ms. Liu and any other director or executive officer of the Company. Except as disclosed in this Current Report, Ms. Liu has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K."}