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 20, 2020
AEHR TEST SYSTEMS
(Exact
name of registrant as specified in its charter)
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California
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000-22893
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94-2424084
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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400 KATO TERRACE
FREMONT, CA 94539
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(Address
of principal executive offices, including zip code)
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510-623-9400
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report)
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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:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common
Stock
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AEHR |
The NASDAQ Capital
Market
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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 20, 2020 (the
“Annual Meeting”). There were 23,310,312 shares of
common stock entitled to vote at the Annual Meeting and 18,350,213
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.
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NOMINEE
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VOTES
FOR
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VOTES
WITHHELD
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BROKER
NON-VOTES
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Rhea
J. Posedel
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9,826,010
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1,822,774
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6,701,429
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Gayn
Erickson
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10,690,162
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958,622
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6,701,429
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Laura
Oliphant
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10,584,467
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1,064,317
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6,701,429
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Mario
M. Rosati
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8,986,258
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2,662,526
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6,701,429
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Geoffrey
Scott
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10,897,293
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751,491
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6,701,429
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Howard
T. Slayen
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9,857,649
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1,791,135
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6,701,429
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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 an amendment to the Company’s
Amended and Restated 2006 Employee Stock Purchase Plan to increase
the number of shares reserved for issuance thereunder by an
additional 350,000 shares.
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PROPOSAL
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VOTES
FOR
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VOTES
AGAINST
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VOTES
ABSTAIN
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BROKER
NON-VOTES
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TWO
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9,855,606
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1,773,246
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19,932
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6,701,429
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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, 2021.
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PROPOSAL
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VOTES
FOR
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VOTES
AGAINST
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VOTES
ABSTAIN
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BROKER
NON-VOTES
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THREE
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18,271,424
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4,592
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74,197
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--
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The
foregoing proposal was accordingly ratified.
Proposal Four: Approve, on an advisory basis, the
compensation of the Company’s named executive
officers.
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PROPOSAL
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VOTES
FOR
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VOTES
AGAINST
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VOTES
ABSTAIN
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BROKER
NON-VOTES
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FOUR
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10,598,512
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1,025,523
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24,749
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6,701,429
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The
foregoing proposal was approved.
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.
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Aehr Test
Systems
(Registrant)
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Date: October 23,
2020
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By:
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/s/ Kenneth B.
Spink
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Kenneth B.
Spink
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Vice President of
Finance and Chief Financial
Officer
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