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 22, 2013 Aehr Test Systems (Exact name of Registrant as specified in its charter) California 000-22893 94-2424084 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 400 Kato Terrace Fremont, California 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))
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 22, 2013 (the "Annual Meeting"). There were 10,667,762 shares of common stock entitled to vote at the Annual Meeting and 9,259,357 shares were present in person or by proxy. Four items of business were acted upon by shareholders at the Annual Meeting. The voting results are as follows: Proposal One: Election of Directors of the Company. BROKER NOMINEE VOTES FOR VOTES WITHHELD NON-VOTES ------------------ --------- -------------- --------- Rhea J. Posedel 4,715,840 13,948 4,529,569 Gayn Erickson 4,719,735 10,053 4,529,569 Robert R. Anderson 4,715,985 13,803 4,529,569 William W.R. Elder 4,715,485 14,303 4,529,569 Mukesh Patel 4,719,735 10,053 4,529,569 Mario M. Rosati 4,718,985 10,803 4,529,569 Howard T. Slayen 4,719,485 10,303 4,529,569 Proposal Two: Ratify the selection of Burr Pilger Mayer, Inc. as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2014. VOTES VOTES VOTES BROKER PROPOSAL FOR AGAINST ABSTAIN NON-VOTES -------- --------- --------- --------- --------- TWO 9,231,388 10,911 17,058 -- Proposal Three: Approve, on an advisory basis, the compensation of the Company's named executive officers. VOTES VOTES VOTES BROKER PROPOSAL FOR AGAINST ABSTAIN NON-VOTES -------- --------- --------- --------- --------- THREE 4,651,035 25,210 53,543 4,529,569
Proposal Four: Recommend, on an advisory basis, the frequency of future advisory votes on executive compensation. VOTES BROKER PROPOSAL 1 YEAR 2 YEAR 3 YEAR ABSTAIN NON-VOTES -------- --------- --------- --------- --------- --------- FOUR 4,014,681 10,057 412,815 292,235 4,529,569
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 24, 2013 By: /S/ GARY L. LARSON ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer