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)

May 23, 2011
 

 
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) 683-5900
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 
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))
 


 
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Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
AXT, Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on May 23, 2011.  The matters voted upon at the Annual Meeting and the results of such voting are set forth below:
 
Proposal 1: Election of two (2) Class I directors to hold office for a three-year term and until their respective successors are elected and qualified:

Name of Director
FOR
%
WITHHELD
%
Broker non-vote
David Chang
17,159,983
99.4
106,942
0.6
10,541,700
Morris Young
17,140,308
99.3
126,617
0.7
10,541,700
 
Dr. Morris S. Young and Dr. David C. Chang were duly elected as Class I directors.
 
Proposal 2: Advisory vote on executive compensation:

 
SHARES
PERCENT
For approval
17,056,809
98.8
Against
192,764
1.1
Abstain
17,352
0.1
Broker non-vote
10,541,700
 
 
Proposal 2 was approved.
 
Proposal 3: Advisory vote on the frequency of holding an advisory vote on executive compensation:

 
SHARES
PERCENT
One Year
11,781,765
68.2
Two Years
664,943
3.9
Three Years
4,801,345
27.8
Abstain
18,871
0.1
Broker non-vote
10,541,700
 
 
The frequency of once every year was selected by our stockholders.
 
The stockholders select an option other than the board recommendation of once every three years. Pursuant to the stockholders’ preference, the board has determined to hold an advisory vote on executive compensation once every year.

 
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Proposal 4: Ratification of the appointment of Burr Pilger Mayer Inc. as the Company’s independent registered public accountants for the fiscal year ending December 31, 2011:

 
SHARES
PERCENT
For approval
27,519,518
99.0
Against
138,190
0.5
Abstain
150,917
0.5
 
Proposal 4 was approved.

 
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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/ RAYMOND A. LOW
   
Raymond A. Low
Chief Financial Officer

Date:  May 23, 2011
 
 
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