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

 

 

VOTES

 

 

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

 

 

VOTES

 

 

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

 

 

VOTES

 

 

VOTES

 

 

BROKER

 

PROPOSAL

 

FOR

 

 

AGAINST

 

 

ABSTAIN

 

 

NON-VOTES

 

FOUR

 

 

8,803,956

 

 

 

266,963

 

 

 

152,316

 

 

 

7,598,498

 

 

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 21, 2022

By:

/s/ Kenneth B. Spink

 

 

 

 

 

 

 

Kenneth B. Spink

 

 

 

Vice President of Finance and

 

 

 

Chief Financial Officer

 

                                                                                             

 

3