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): June 28, 2011
Aehr Test Systems
(Exact name of Registrant as specified in its charter)
California 000-22893 94-2424084
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
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))
ITEM 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) Change in Annual Base Salaries for Certain Officers
On June 28, 2011, the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of Aehr Test Systems (the "Company")
presented a review of the annual base salaries for the Company's Chief
Executive Officer and other named executive officers (the "Named Executive
Officers"). Upon the Committee's recommendation, the Board approved the
termination of the pay reductions that took effect February 6, 2009, at which
time the annual base salaries of the Chief Executive Officer and Named
Executive Officers were reduced by 15% and 10% respectively. The termination
of the pay reductions resulted in an increase to the annual base salary of
the Chief Executive Officer of approximately 18% and an increase to the annual
base salaries of the Named Executive Officers of approximately 11% as
compared to such officers' current annual base salary levels. Such changes
will be effective as of June 1, 2011. All other forms of compensation paid
to the Chief Executive Officer and Named Executive Officers are unchanged
from the rates disclosed in the Company's definitive proxy statement filed
September 27, 2010.
(e) Change in Meeting Fees and Annual Retainer for Non-Employee Directors
On June 28, 2011, the Board, upon the Committee's recommendation, and
in order to restore the non-employee director fees to the levels in effect
prior to the reduction on February 11, 2009, approved of an increase to the
meeting fees paid to the Company's non-employee directors. The new fees will
be effective for the current directors as of June 1, 2011 and for new directors
effective upon the date they join the Board.
Under this arrangement, each non-employee director will receive $2,500
for each regular Board meeting attended. In addition, the chair of the Audit
Committee will receive $2,000 and the chair of the Compensation Committee
will receive $1,750 for each respective Audit Committee or Compensation
Committee meeting attended. Other members of the Audit Committee will
receive $1,500 and other members of the Compensation Committee will receive
$1,250 for each respective Audit Committee or Compensation Committee meeting
attended. All other committee members will receive $1,250 for each committee
meeting attended. If the committee meetings are held on the same day as a
regular Board meeting, committee chairs and members will receive 50% of the
aforementioned meeting fees. Each director will also receive $1,250 for
attending any special telephonic meeting of the Board. The annual retainer
paid to non-employee directors will be increased from $15,000 to $25,000
which will be paid pro rata on a quarterly basis.
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: July 1, 2011
By: /S/ GARY L. LARSON
-------------------------
Gary L. Larson
Vice President of Finance and
Chief Financial Officer