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 2021, 2025

_______________________

AEHR TEST SYSTEMS

(Exact name of registrant as specified in its charter)

California	000-22893	94-2424084
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
400 KATO TERRACEFREMONT, 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)

400 KATO TERRACEFREMONT, 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 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~As ~~Annual~~disclosed ~~Meeting~~on ofOctober ~~shareholders~~21, 2025, the stockholders of Aehr Test Systems (the “Company”) ~~was~~approved the adoption of the Amendment to the Amended and Restated 2006 Employee Stock Purchase Plan (the “2006 ESPP Amendment”) and the adoption of the Amendment to the 2023 Equity Incentive Plan (the “2023 Plan Amendment,” and, together with the 2006 ESPP Amendment, the “Stock Plan Amendments”) at the Company’s 2025 annual stockholders’ meeting held on October 20, 2025 (the “Annual Meeting”). ~~There~~ ~~were~~The ~~29,968,988~~terms ~~shares~~ of ~~common~~the ~~stock~~Stock ~~entitled~~Plan toAmendments ~~vote~~are atset forth in the proxy statement, dated September 10, 2025, for the Annual Meeting, which was filed with the Securities and 20Exchange Commission on September 10,~~156,704~~ ~~shares~~2025. ~~were~~The ~~present~~descriptions of the 2023 Plan Amendment in ~~person~~the orsection byof the proxy statement titled “Proposal Two - Approval of an Amendment to the 2023 Equity Incentive Plan” and the 2006 ESPP Amendment in the section of the proxy statement titled “Proposal Three - Approval of an Amendment to the Amended and Restated 2006 Employee Stock Purchase Plan” are incorporated herein by reference.

~~Three~~The ~~items~~foregoing descriptions of ~~business~~the ~~were~~2006 ~~acted~~ESPP ~~upon~~Amendment and 2023 Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the ~~shareholders~~full attext of the ~~Annual~~Stock ~~Meeting. The~~Plan ~~final~~Amendments, ~~voting~~copies ~~results~~of which are filed herewith as ~~follows:~~Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

~~Proposal~~Item ~~One: Elect~~9.01. ~~Directors~~Financial ofStatements ~~the~~and ~~Company.~~Exhibits

	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

(d) Exhibits.

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.

Exhibit No.

10.1*					Amendment to the Amended and Restated 2006 Employee Stock Purchase Plan.*
10.2*					Amendment to the 2023 Equity Incentive Plan.*
104					Cover Page Interactive Data file (the cover page XBRL tags are embedded within the Inline XBRL document).

~~Proposal~~* ~~Two: Approve~~Management ancontracts ~~amendment~~or tocompensation ~~the~~plans ~~Company's~~or ~~2023~~arrangements ~~Equity~~in ~~Incentive~~which ~~Plan~~directors toor ~~increase~~executive ~~the~~officers ~~number~~are ofeligible ~~shares~~to ~~of Common Stock reserved for issuance thereunder by an additional 2,500,000 shares of common stock~~participate.

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.~~SIGNATURES

~~Proposal~~Pursuant ~~Three: Approve~~to anthe ~~amendment~~requirements toof the ~~Company's~~Securities ~~Amended~~Exchange ~~and~~Act ~~Restated~~of ~~2006~~1934, ~~Employee~~the ~~Stock~~Registrant ~~Purchase~~has ~~Plan~~duly tocaused ~~increase~~this ~~the~~report ~~number~~to ofbe ~~shares~~signed ~~reserved~~on ~~for~~its ~~issuance~~behalf ~~thereunder~~ by anthe ~~additional~~undersigned ~~300,000~~hereunto ~~shares~~duly ~~of common stock~~authorized.

VOTES

BROKER

Aehr Test Systems(Registrant)

PROPOSAL

FOR

AGAINST

ABSTAIN

NON-VOTES

Date: November 7, 2025

By:

/s/ Chris P. Siu

THREE

12,426,742

408,558

52,110

7,269,294

Chris P. Siu

Executive Vice President of Finance and

Chief Financial Officer

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

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

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.

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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