Aehr Test Systems

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six nominees to serve as directors until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 25, 2027.

3. 3

   Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers as described in the Executive Compensation section and related compensation tables and narrative.

   More detail

   Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the overall compensation of Aehr Test Systems’ named executive officers. It is a Dodd-Frank say-on-pay vote and does not target any single executive or isolated compensation element. The resolution covers the compensation philosophy, policies, practices, Summary Compensation Table, and related executive-compensation disclosures in the proxy statement. Management says the program is intended to link pay to shareholder value through performance and equity-based compensation. It also seeks to attract, retain, and motivate executives with competitive compensation while sharing the risks and rewards of the business. The company emphasizes long-term shareholder returns and cost-effective use of compensation resources. Fiscal 2026 compensation included base salaries, discretionary performance bonuses, booking commissions for Alberto Salamone, time-based RSUs, and performance-based RSUs, with some performance awards cancelled after goals were not met. The vote is advisory and therefore does not bind the Company, Board, or Compensation Committee, but those bodies state that they will review and consider the outcome in future compensation decisions. The Board unanimously recommends a vote FOR, relying on the program’s stated performance-alignment and retention objectives.

4. 4

   Other Business Properly Presented at the Annual Meeting

   Management

   Authorize the proxy holders to transact any other business that may properly come before the meeting or any postponement or adjournment, although the Company is unaware of additional matters.

   More detail

   The proxy includes a customary authorization for shareholders to transact any other business properly brought before the annual meeting. The Company states that it knows of no matters other than the three specifically described proposals. If another matter is properly presented, proxy holders Gayn Erickson and Chris P. Siu, or either of them or their substitutes, may vote the represented shares. Their authority extends to any continuation, postponement, or adjournment of the meeting. The filing indicates that they will exercise discretion on such matters in accordance with the Board’s recommendation. This provision is procedural rather than a substantive management initiative. It gives the proxy holders flexibility to address unforeseen but valid meeting business. No separate FOR or AGAINST recommendation is provided because no specific additional matter is known. The provision does not identify a shareholder proponent or a defined requested corporate action.

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When is the Aehr Test Systems 2026 annual meeting?

Aehr Test Systems (AEHR) holds its 2026 annual shareholder meeting on Monday, October 19, 2026.

What is the record date for the Aehr Test Systems 2026 meeting?

The record date for the Aehr Test Systems 2026 meeting is Thursday, August 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aehr Test Systems's 2026 meeting?

The board is presenting 6 director nominees at the Aehr Test Systems 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aehr Test Systems 2026 meeting?

Shareholders will vote on 4 proposals at the Aehr Test Systems 2026 meeting, each tagged with who proposed it and the board's recommendation.