Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

October 18, 2022

AEHR TEST SYSTEMS

(Exact name of registrant as specified in its charter)

California

000-22893

94-2424084

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

400 KATO TERRACE

FREMONT, CA 94539

(Address of principal executive offices, including zip code)

510-623-9400

(Registrant’s telephone number, including area code)

N/A

(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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

AEHR

The NASDAQ Capital Market

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of shareholders of Aehr Test Systems (the “Company”) was held on October 18, 2022 (the “Annual Meeting”). There were 27,394,478 shares of common stock entitled to vote at the Annual Meeting and 16,821,733 shares were present in person or by proxy.

Four items of business were acted upon by the shareholders at the Annual Meeting. The final voting results are as follows:

Proposal One: Election of Directors of the Company.

	VOTES		VOTES		BROKER
NOMINEE	FOR		WITHHELD		NON-VOTES
Rhea J. Posedel		9,124,524		98,711		7,598,498
Gayn Erickson		9,127,505		95,730		7,598,498
Fariba Danesh		9,180,838		42,397		7,598,498
Laura Oliphant		9,049,623		173,612		7,598,498
Mario M. Rosati		8,602,355		620,880		7,598,498
Geoffrey G. Scott		9,055,303		167,932		7,598,498
Howard T. Slayen		9,045,205		178,030		7,598,498

Each of the seven nominees was elected to serve as a director until the next Annual Meeting or until his or her successor is elected and qualified.

Proposal Two: Approve an amendment to the Company’s Amended and Restated 2006 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by an additional 350,000 shares of common stock of the Company.

VOTES

BROKER

PROPOSAL

FOR

AGAINST

ABSTAIN

NON-VOTES

TWO

8,850,070

321,753

51,412

7,598,498

The foregoing proposal was approved.

Proposal Three: Ratify the selection of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2023.

VOTES

BROKER

PROPOSAL

FOR

AGAINST

ABSTAIN

NON-VOTES

THREE

16,710,999

78,124

32,610

The foregoing proposal was accordingly ratified.

Proposal Four: Approve, on an advisory basis, the compensation of the Company’s named executive officers.

VOTES

BROKER

PROPOSAL

FOR

AGAINST

ABSTAIN

NON-VOTES

FOUR

8,803,956

266,963

152,316

7,598,498

The foregoing proposal was approved.

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.