{"url_path":"/sec/axti/proxy/2026-05-15/000121390026057123","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1051627/0001213900-26-057123-index.html","accession_number":"0001213900-26-057123","cik":"0001051627","ticker":"AXTI","issuer_name":"AXT INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1051627/0001213900-26-057123-index.html","primary_entity_key":"0001051627","primary_entity_name":"AXT INC"},"word_count":1330,"has_tables":true,"body_markdown":"DEFA14A\n1\nea0290937-defa14a_axt.htm\nDEFINITIVE ADDITIONAL MATERIALS\n\n****\n\n** **\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\nPROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE\n\nSECURITIES EXCHANGE ACT OF 1934\n\nFiled by the Registrant ☒\n\nFiled by a Party other than the Registrant ☐\n\n**Check the appropriate box:**\n\n☐\nPreliminary Proxy Statement\n\n☐\nConfidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))\n\n☐\nDefinitive Proxy Statement\n\n☒\nDefinitive Additional Materials\n\n☐\nSoliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12\n\n**AXT, INC.**\n\n**(Name of Registrant as Specified In Its Charter)**\n\n**(Name of Person(s) Filing Proxy Statement if\nOther Than the Registrant)**\n\n**Payment of Filing Fee (Check all boxes that\napply):**\n\n☒\nNo fee required\n\n☐\nFee paid previously with preliminary materials\n\n☐\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n**EXPLANATORY NOTE**\n\nOn May 15, 2026, AXT Inc.\n(the “Company”) distributed a press release (the “Release”) to the Company’s stockholders announcing that\nthe Company’s Annual Meeting of Stockholders (the “Annual Meeting”) held on May 14, 2026 at 11:00 a.m. Pacific Time\nwas convened and adjourned, without any business being conducted, to Thursday, June 4, 2026 at 11:00 a.m. Pacific Time, to provide more\ntime to achieve quorum and to allow additional time for the Company’s stockholders to vote on the proposals set forth in the Company’s\ndefinitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Definitive\nProxy Statement”). The Annual Meeting was adjourned without transacting any business due to lack of quorum.\n\nOn June 4, 2026, the Annual\nMeeting will be reconvened at the Company’s headquarters located at 4281 Technology Drive, Fremont, California 94538. Stockholders\nwho have previously submitted their proxies or otherwise voted and who do not want to change their vote do not need to take any further\nactions. The record date for the Annual Meeting remains the same, March 20, 2026.\n\nDuring this adjournment, the\nCompany expects to continue to solicit votes from its stockholders with respect to the proposals set forth in the Company’s Definitive\nProxy Statement. The Company has engaged a proxy solicitor, Alliance Advisors, to assist management with obtaining adequate votes to achieve\nthe required quorum.\n\nThe Release supplements the\nDefinitive Proxy Statement and the Definitive Additional Materials filed with the SEC on March 31, 2026.\n\nBelow is a copy of the Release.\n\n**AXT\nAnnounces Adjournment of 2026 Annual Meeting of Stockholders**\n\n** **\n\n*Scheduled\nto Reconvene on June 4, 2026*\n\nFREMONT,\nCalif., May 15, 2026 – AXT, Inc. (NasdaqGS: AXTI) (the “Company” or “AXT”), a leading manufacturer of compound\nsemiconductor wafer substrates, announced that the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”)\nheld on May 14, 2026 at 11:00 a.m. Pacific Time was convened and adjourned, without any business being conducted, due to lack of the\nrequired quorum.\n\nAs\na result of the required quorum not being present, the Annual Meeting has been adjourned to Thursday, June 4, 2026 at 11:00 a.m. Pacific\nTime at the Company’s headquarters located at 4281 Technology Drive, Fremont, California 94538, to allow additional time for the\nCompany’s stockholders to vote on the proposals set forth in the Company’s definitive proxy statement filed with the Securities\nand Exchange Commission (the “SEC”) on March 31, 2026. No changes have been made in the proposals to be voted on by stockholders\nat the annual meeting. The Company's proxy statement and any other materials filed by the Company with the SEC can be obtained free of\ncharge at the SEC's website at www.sec.gov.\n\nDuring\nthe current adjournment, the Company expects to continue to solicit votes from its stockholders with respect to the proposals set forth\nin the Company’s proxy statement. The Company has engaged a proxy solicitor, Alliance Advisors, to assist management with obtaining\nadequate votes to achieve the required quorum.\n\nThe\nrecord date for the adjourned Annual Meeting continues to be March 20, 2026. At the time the Annual Meeting was adjourned, proxies had\nbeen submitted by stockholders representing approximately 48% of the shares of the Company’s common stock outstanding and entitled\nto vote at the Annual Meeting. No action is required by any stockholder who has previously delivered a proxy and who does not wish to\nrevoke or change that proxy.\n\nThe\nCompany strongly encourages any eligible stockholder that has not yet voted their shares, or provided voting instructions to their broker\nor other record holder, to do so promptly. For questions relating to the voting of shares or to request additional or misplaced proxy\nvoting materials, please contact the Company’s proxy solicitor: Alliance Advisors LLC, TOLL-FREE, at 1-866-206-7723 or via email\nat AXTI@AllianceAdvisors.com.\n\n**Important\nInformation**\n\n** **\n\nThis\npress release may be deemed to be solicitation material in respect of the Annual Meeting to be reconvened and held on Thursday, June\n4, 2026. In connection with the Annual Meeting, the Company filed a definitive proxy statement with the SEC on March 31, 2026. BEFORE\nMAKING ANY VOTING DECISION, THE COMPANY URGES ITS STOCKHOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH\nTHE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. No changes have been made to the proposals to be voted on\nby stockholders at the Annual Meeting. The Company, its directors and certain of its officers and employees will be participants in the\nsolicitation of proxies from stockholders in respect of the Annual Meeting. The Company has also engaged Alliance Advisors to aid in\nthe solicitation of proxies. A copy of the definitive proxy statement and any other materials filed by the company with the SEC can be\nobtained free of charge at the SEC’s website at www.sec.gov or the company’s website at http://www.axt.com.\n\n** **\n\n**About\nAXT, Inc.**\n\n** **\n\nAXT\nis a material science company that develops and manufactures high-performance compound and single element semiconductor wafer substrates\ncomprising indium phosphide (InP), gallium arsenide (GaAs) and germanium (Ge). The company’s wafer substrates are used when a typical\nsilicon wafer substrate cannot meet the performance requirements of a semiconductor or optoelectronic device. End markets include 5G\ninfrastructure, data center connectivity (silicon photonics), passive optical networks, LED lighting, lasers, sensors, power amplifiers\nfor wireless devices and satellite solar cells. AXT’s worldwide headquarters are in Fremont, California where the company maintains\nsales, administration and customer service functions. AXT has its Asia headquarters in Beijing, China and manufacturing facilities in\nthree separate locations in China. In addition, as part of its supply chain strategy, the company has partial ownership in more than\nten companies in China producing raw materials and consumables for its manufacturing process. For more information, see AXT’s website\nat http://www.axt.com.\n\n** **\n\n**Safe\nHarbor Statement**\n\n** **\n\nThis\npress release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements,\nother than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements\ncontained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”\n“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”\n“plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,”\n“will” “would,” or the negative of these words or other similar expressions, although not all forward-looking\nstatements contain these words. Such statements include, but are not limited to, statements relating to the Company’s ability to\nreach a quorum at the adjourned Annual Meeting. Forward-looking statements are based on the Company’s current expectations and\nare subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements\nare based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are set forth\nin the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange\nCommission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to\nupdate such information except as required under applicable law.\n\n**Contact:**\n\nGary\nFischer\n\nChief\nFinancial Officer\n\n(510)\n438-4700\n\nLeslie\nGreen\n\nGreen\nCommunications Consulting, LLC\n\nleslie@greencommunicationsllc.com\n\n** **"}