[8-K] AEHR TEST SYSTEMS Reports Material Event

Rhea-AI Filing Summary

Aehr Test Systems reported results of its October 20, 2025 annual meeting. Of 29,968,988 shares entitled to vote, 20,156,704 were represented in person or by proxy.

Shareholders elected six directors. They approved an amendment to the 2023 Equity Incentive Plan to add 2,500,000 shares and an amendment to the Employee Stock Purchase Plan to add 300,000 shares. The selection of BPM LLP as independent registered public accounting firm for the fiscal year ending May 29, 2026 was ratified. A non-binding advisory vote approved executive compensation. On frequency, shareholders supported holding the advisory vote on executive compensation every 1 year, and the Board determined to adopt an annual cadence. The next required advisory vote on frequency will occur no later than the 2031 Annual Meeting.

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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, 2025

  _______________________

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 20, 2025 (the “Annual Meeting”).  There were 29,968,988 shares of common stock entitled to vote at the Annual Meeting and 20,156,704 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:  Elect Directors of the Company.

		VOTES				VOTES				BROKER
NOMINEE		FOR				WITHHELD				NON-VOTES
Rhea J. Posedel			11,951,671				935,739				7,269,294
Gayn Erickson			12,786,776				100,634				7,269,294
Fariba Danesh			12,769,824				117,586				7,269,294
Laura Oliphant			12,749,521				137,889				7,269,294
Geoffrey G. Scott			12,461,887				425,523				7,269,294
Howard T. Slayen			12,501,592				385,818				7,269,294

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, or until his or her earlier retirement, resignation, disqualification, removal, or death.

Proposal Two:  Approve an amendment to the Company's 2023 Equity Incentive Plan to increase the number of shares of Common Stock reserved for issuance thereunder by an additional 2,500,000 shares of common stock.

VOTES

VOTES

VOTES

BROKER

PROPOSAL

FOR

AGAINST

ABSTAIN

NON-VOTES

TWO

10,195,258

2,557,754

134,398

7,269,294

The foregoing proposal was approved.

Proposal Three:  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 300,000 shares of common stock.

VOTES

VOTES

VOTES

BROKER

PROPOSAL

FOR

AGAINST

ABSTAIN

NON-VOTES

THREE

12,426,742

408,558

52,110

7,269,294

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The foregoing proposal was approved.

Proposal Four: 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 29, 2026.

VOTES

VOTES

VOTES

BROKER

PROPOSAL

FOR

AGAINST

ABSTAIN

NON-VOTES

FOUR

20,075,919

40,528

40,257

-

The foregoing proposal was accordingly ratified.

Proposal Five:  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

FIVE

11,178,940

1,610,314

98,156

7,269,294

The foregoing proposal was approved.

Proposal Six:  Hold an advisory (non-binding) vote on the frequency of future advisory (non-binding) votes on the compensation of the Company’s named executive officers.

VOTES

BROKER

PROPOSAL

1 YEAR

2 YEAR

3 YEAR

ABSTAIN

NON-VOTES

SIX

12,409,670

76,078

153,763

247,899

7,269,294

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 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 2031 Annual Meeting of Shareholders.

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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, 2025	By:	/s/ Chris P. Siu
		Chris P. Siu
		Executive Vice President of Finance and
		Chief Financial Officer

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FAQ

What did AEHR shareholders approve regarding the equity incentive plan?

They approved an amendment adding 2,500,000 shares to the 2023 Equity Incentive Plan.

What change was made to AEHR's ESPP?

Shareholders approved adding 300,000 shares to the Amended and Restated 2006 Employee Stock Purchase Plan.

Who was elected to AEHR's Board of Directors?

Six nominees were elected: Rhea J. Posedel, Gayn Erickson, Fariba Danesh, Laura Oliphant, Geoffrey G. Scott, and Howard T. Slayen.

Which auditor did AEHR shareholders ratify?

Shareholders ratified BPM LLP as the independent registered public accounting firm for the fiscal year ending May 29, 2026.

What frequency did AEHR adopt for say-on-pay votes?

Shareholders favored a 1 year frequency, and the Board determined to hold advisory votes on executive compensation annually.

How many shares were represented at AEHR's 2025 annual meeting?

20,156,704 shares were present in person or by proxy out of 29,968,988 entitled to vote.