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 23, 2023

 ____________________

 

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, par value $0.01 per share

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 23, 2023 (the “Annual Meeting”).  There were 28,762,496 shares of common stock entitled to vote at the Annual Meeting and 20,958,389 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

 

 

9,001,500

 

 

 

5,779,054

 

 

 

6,177,835

 

Gayn Erickson

 

 

14,713,089

 

 

 

67,465

 

 

 

6,177,835

 

Fariba Danesh

 

 

14,554,341

 

 

 

226,213

 

 

 

6,177,835

 

Laura Oliphant

 

 

13,636,198

 

 

 

1,144,356

 

 

 

6,177,835

 

Geoffrey G. Scott

 

 

14,179,262

 

 

 

601,292

 

 

 

6,177,835

 

Howard T. Slayen

 

 

14,259,600

 

 

 

520,954

 

 

 

6,177,835

 

 

Each of the six 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 the adoption of the Company’s 2023 Equity Incentive Plan to replace the Company’s 2016 Equity Incentive Plan and provide a reserve for issuance of 1,500,000 shares of common stock of the Company.

 

 

 

VOTES

 

 

VOTES

 

 

VOTES

 

 

BROKER

 

PROPOSAL

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

NON-VOTES

 

TWO

 

 

12,542,957

 

 

 

996,473

 

 

 

1,241,124

 

 

 

6,177,835

 

 

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, 2024.

 

 

 

VOTES

 

 

VOTES

 

 

VOTES

 

 

BROKER

 

PROPOSAL

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

NON-VOTES

 

THREE

 

 

20,882,701

 

 

 

51,499

 

 

 

24,189

 

 

 

-

 

 

The foregoing proposal was accordingly ratified.

 

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

 

 

 

VOTES

 

 

VOTES

 

 

VOTES

 

 

BROKER

 

PROPOSAL

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

NON-VOTES

 

FOUR

 

 

13,520,292

 

 

 

1,172,122

 

 

 

88,140

 

 

 

6,177,835

 

 

The foregoing proposal was approved.

 

 
2

 

 

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.

 

 

Aehr Test Systems

 

 

(Registrant)

 

 

 

 

 

Date: October 25, 2023

By:

/s/ Chris P. Siu

 

 

 

Chris P. Siu

 

 

 

Executive Vice President of Finance,

 

 

 

Chief Financial Officer and Secretary

 

 

 
3

 

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Cover
Oct. 23, 2023
Cover [Abstract]  
Entity Registrant Name AEHR TEST SYSTEMS
Entity Central Index Key 0001040470
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Oct. 23, 2023
Entity File Number 000-22893
Entity Incorporation State Country Code CA
Entity Tax Identification Number 94-2424084
Entity Address Address Line 1 400 Kato Terrace
Entity Address City Or Town Fremont
Entity Address State Or Province CA
Entity Address Postal Zip Code 94539
City Area Code 510
Local Phone Number 623-9400
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol AEHR
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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