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 24, 2012 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Annual Meeting of Shareholders of Aehr Test Systems (the "Company") was held on October 24, 2012 (the "Annual Meeting"). There were 9,236,351 shares of common stock entitled to vote at the Annual Meeting and 7,862,097 shares were present in person or by proxy. Four 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. BROKER NOMINEE VOTES FOR VOTES WITHHELD NON-VOTES ------------------ --------- -------------- --------- Rhea J. Posedel 3,118,999 40,134 4,702,964 Gayn Erickson 3,143,066 16,067 4,702,964 Robert R. Anderson 3,139,566 19,567 4,702,964 William W.R. Elder 3,137,366 21,767 4,702,964 Mukesh Patel 3,102,464 56,669 4,702,964 Mario M. Rosati 3,140,866 18,267 4,702,964 Howard T. Slayen 3,102,464 56,669 4,702,964 Proposal Two: Approve an amendment to the Company's 2006 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by an additional 1,000,000 shares. VOTES VOTES VOTES BROKER PROPOSAL FOR AGAINST ABSTAIN NON-VOTES -------- --------- --------- --------- --------- TWO 2,714,021 444,765 347 4,702,964 Proposal Three: Approve an amendment to the Company's 2006 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by an additional 350,000 shares. VOTES VOTES VOTES BROKER PROPOSAL FOR AGAINST ABSTAIN NON-VOTES -------- --------- --------- --------- --------- THREE 2,968,736 149,448 40,949 4,702,964 Proposal Four: Ratify the selection of Burr Pilger Mayer, Inc. as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2013. VOTES VOTES VOTES BROKER PROPOSAL FOR AGAINST ABSTAIN NON-VOTES -------- --------- --------- --------- --------- FOUR 7,721,691 100,976 39,430 -- 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 26, 2012 By: /S/ GARY L. LARSON ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer