UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 23, 2019
AXT, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-24085 | | 94-3031310 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
4281 Technology Drive
Fremont, California 94538
(Address of principal executive offices, including zip code)
(510) 438-4700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class: | | Trading Symbol | | Name of each exchange on which registered: |
Common Stock, $0.001 par value | | AXTI | | The NASDAQ Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ] Emerging growth company
[ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 23, 2019, the Board of Directors (the “Board”) of AXT, Inc. (the “Company”) elected Christine Russell to the Board as a Class III Director. Ms. Christine Russell’s term on the Board began on December 23, 2019 and will expire at the Company’s annual meeting of stockholders in 2022. Ms. Russell will also serve on the audit, compensation and nominating and corporate governance committees of the Board. Ms. Russell was not selected as a director pursuant to any arrangement or understanding between her and any other person.
Ms. Russell will receive the standard compensation received by non-employee directors, including an annual restricted stock award and cash retainers for serving on the Board and committees of the Board, as described in the Company’s 2019 Proxy Statement filed with the Securities and Exchange Commission on April 12, 2019. Ms. Russell received an initial restricted stock award valued at $24,657, which is the prorated value of the annual restricted stock award value of $60,000. Such initial restricted stock award will vest as of the annual meeting of stockholders in 2020. There are no, nor have there been any, related person transactions between the Company and Ms. Russell reportable under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AXT, Inc. |
| | |
| By: | /s/ Gary L. Fischer | |
| | Gary L. Fischer Chief Financial Officer and Corporate Secretary |
Date: December 23, 2019
