Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On December 29, 2021, Leonard J. LeBlanc, a member of the Board of Directors (the "Board") of AXT, Inc (the "Company") since April 2003 and a Class III director, notified the Board of his decision to resign from the Board and all committees thereof, effective as of December 29, 2021. Mr. LeBlanc's resignation is not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. LeBlanc will become a director emeritus, effective as of December 29, 2021.

Effective as of Mr. LeBlanc's resignation from the Board and all committees thereof, the Board appointed Christine Russell as chair of the Audit Committee of the Board and Jesse Chen as chair of the Nominating and Corporate Governance Committee of the Board.

The Board has reduced the number of authorized directors to four members, effective as of Mr. LeBlanc's resignation from the Board.

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