Aehr Test Systems

10/21/2025 | Press release | Distributed by Public on 10/21/2025 14:22

Proxy Results (Form 8-K)

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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