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 26,
2017
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 or
organization)
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(Commission File
Number)
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(I.R.S.
Employer
Identification
Number)
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400
Kato Terrace
Fremont,
California 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 (Section
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (Section 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. ☐
ITEM
5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL
YEAR.
Effective on
October 26, 2017 as of immediately prior to the Annual Meeting (as
defined below), the Board of Directors of Aehr Test Systems (the
“Company”) amended Section 3.2 of Article III of the
Company’s bylaws to change the exact number of Company
directors from 7 to 6. The description of the foregoing amendment
to the Company’s bylaws does not purport to be complete, and
is qualified in its entirety by reference to the full text of
Section 3.2 of Article III of the bylaws as amended, set forth in
Exhibit 3.1 to this Form 8-K and incorporated herein by
reference.
ITEM
5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
The
Annual Meeting of Shareholders of Aehr Test Systems was held on
October 26, 2017 (the “Annual Meeting”). There were
21,532,096 shares of common stock entitled to vote at the Annual
Meeting and 16,559,700 shares were present in person or by
proxy.
Three
items of business were acted upon by shareholders at the Annual
Meeting. The voting results are as follows:
Proposal
One: Election of Directors of the Company.
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Rhea J.
Posedel
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7,851,289
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2,066,986
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6,641,425
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Gayn
Erickson
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7,855,360
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2,062,915
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6,641,425
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William W.R.
Elder
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9,242,988
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675,287
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6,641,425
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Mario M.
Rosati
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7,235,847
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2,682,428
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6,641,425
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John M.
Schneider
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9,820,541
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97,734
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6,641,425
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Howard T.
Slayen
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9,916,506
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1,769
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6,641,425
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Proposal
Two: Ratify the selection of BPM LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending May 31, 2018.
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TWO
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16,531,964
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22,244
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5,492
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--
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Proposal
Three: Approve, on an advisory basis, the compensation of
the Company’s
named executive officers.
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THREE
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9,768,907
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50,295
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99,073
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6,641,425
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ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits
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Exhibit
No.
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Description
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Bylaws of Aehr Test
Systems as amended October 26, 2017.
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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.
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Aehr Test
Systems
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(Registrant) |
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Date: October 31,
2017
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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
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