Aehr Test Systems — Current Report (Form 8-K)

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

  _______________________

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):

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:

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.

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.

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.

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.

The foregoing proposal was accordingly ratified.

Proposal Five:  Approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

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.

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.

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.