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 21, 2024

 

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 21, 2024 (the “Annual Meeting”).  There were 29,583,732 shares of common stock entitled to vote at the Annual Meeting and 20,060,002 shares were present in person or by proxy. 

 

Three 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

 

 

11,854,428

 

 

 

1,485,817

 

 

 

6,719,757

 

Gayn Erickson

 

 

13,151,573

 

 

 

188,672

 

 

 

6,719,757

 

Fariba Danesh

 

 

13,174,174

 

 

 

166,071

 

 

 

6,719,757

 

Laura Oliphant

 

 

13,174,367

 

 

 

165,878

 

 

 

6,719,757

 

Geoffrey G. Scott

 

 

12,275,447

 

 

 

1,064,798

 

 

 

6,719,757

 

Howard T. Slayen

 

 

12,225,553

 

 

 

1,114,692

 

 

 

6,719,757

 

 

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:  Ratify the selection, by the Audit Committee of the Board of Directors, of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 30, 2025.

 

 

 

VOTES

 

 

VOTES

 

 

VOTES

 

 

BROKER

 

PROPOSAL

 

FOR

 

 

WITHHELD

 

 

ABSTAIN

 

 

NON-VOTES

 

TWO

 

 

19,862,906

 

 

 

137,816

 

 

 

59,280

 

 

 

-

 

 

The foregoing proposal was accordingly ratified.

 

Proposal Three:  Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

 

 

 

VOTES

 

 

VOTES

 

 

VOTES

 

 

BROKER

 

PROPOSAL

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

NON-VOTES

 

THREE

 

 

12,837,526

 

 

 

339,095

 

 

 

163,624

 

 

 

6,719,757

 

 

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 22, 2024By:/s/ Chris P. Siu

 

 

Chris P. Siu 
  Executive Vice President of Finance and 
  Chief Financial Officer 

 

 

3

 

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Cover
Oct. 21, 2024
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. 21, 2024
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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