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 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.

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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.

	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

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XML

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