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

(b)

On March 18, 2009, AXT, Inc. (the "Company") announced that Dr. Philip C. S. Yin has resigned as chairman and chief executive officer of the Company, to pursue other opportunities, effective immediately. Dr. Yin has also resigned as a member of the Board of Directors. Jesse Chen, an AXT director since 1998 and our Lead Independent Director, has been named non-executive Chairman of the Board of Directors, effective immediately. The Board of Directors will be conducting a search for a successor Chief Executive Officer.

A copy of the press release announcing this action is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description Exhibit 99.1 Press Release dated March 18, 2009 announcing management changes.

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