0001654954-19-011999.txt : 20191025 0001654954-19-011999.hdr.sgml : 20191025 20191025141550 ACCESSION NUMBER: 0001654954-19-011999 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191022 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20191025 DATE AS OF CHANGE: 20191025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEHR TEST SYSTEMS CENTRAL INDEX KEY: 0001040470 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942424084 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22893 FILM NUMBER: 191169275 BUSINESS ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 5106239400 MAIL ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 8-K 1 aehr_8k.htm CURRENT REPORT Blueprint
 

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, 2019
 

 
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 22, 2019 (the “Annual Meeting”). There were 22,720,986 shares of common stock entitled to vote at the Annual Meeting and 17,102,719 shares were present in person or by proxy.
 
Five items of business were acted upon by the shareholders at the Annual Meeting. The voting results are as follows:
 
Proposal One: Election of Directors of the Company.
 
 
 
VOTES
 
VOTES
 
BROKER
NOMINEE
 
FOR
 
WITHHELD
 
NON-VOTES
Rhea J. Posedel
 
8,947,310
 
710,558
 
7,444,851
Gayn Erickson
 
8,954,042
 
703,826
 
7,444,851
Laura Oliphant
 
9,213,413
 
444,455
 
7,444,851
Mario M. Rosati
 
7,373,791
 
2,284,077
 
7,444,851
John M. Schneider
 
7,544,199
 
2,113,669
 
7,444,851
Howard T. Slayen
 
8,268,693
 
1,389,175
 
7,444,851
 
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 2016 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by an additional 800,000 shares.
 
 
 
 
VOTES
 
VOTES
 
VOTES
 
BROKER
PROPOSAL
 
FOR
 
AGAINST
 
ABSTAIN
 
NON-VOTES
TWO
 
        8,033,910
 
            1,212,207
 
               411,751
 
              7,444,851
 
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, 2020.
 
 
 
 
VOTES
 
VOTES
 
VOTES
 
BROKER
PROPOSAL
 
FOR
 
AGAINST
 
ABSTAIN
 
NON-VOTES
THREE
 
      16,627,908
 
                 56,085
 
               418,726
 
                           --
 
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
 
        9,051,264
 
               175,103
 
               431,501
 
              7,444,851
 
The foregoing proposal was approved.
 
Proposal Five: Recommend, on an advisory basis, the frequency of future advisory votes on executive compensation.
 
 
 
 
 
 
 
 
 
 
VOTES
 
BROKER
PROPOSAL
 
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTAIN
 
NON-VOTES
FIVE
 
            8,682,409
 
                    389,292
 
                      154,518
 
                  431,649
 
                  7,444,851
 
The “1 YEAR” frequency of future advisory votes on the Company’s executive compensation was approved.
 
Based on the votes set forth above, the Company’s Board of Directors determined on October 24, 2019 that the Company will hold future advisory votes on the Company’s executive compensation every year. The next required advisory vote on the frequency of future advisory votes on the Company’s executive compensation will take place no later than the Company’s 2025 Annual Meeting of Shareholders.
 
 
 
 
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, 2019
By:  
/s/ Kenneth B. Spink
 
 
 
Kenneth B. Spink
 
 
 
Vice President of Finance and Chief Financial Officer