8-K 1 aehr_8k.htm CURRENT REPORT aehr_8k

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 10, 2021

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Common Stock, par value $0.01 per share
The NASDAQ Capital Market

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of May 10, 2021, the board of directors (the “Board”) of Aehr Test Systems (the “Company”) increased the size of the Board by one director, from six to seven directors, and appointed Fariba Danesh to the Board. Ms. Danesh will serve as a director with a term expiring at the Company’s 2021 Annual Meeting of Shareholders. The Board did not appoint Ms. Danesh to serve on any of the committees of the Board immediately, but may do so in the future.
Pursuant to the Company’s outside director compensation policy, the terms of which will be described in the Company’s proxy statement for its 2021 Annual Meeting of Shareholders, Ms. Danesh will receive an annual retainer of $40,000, payable in quarterly installments of $10,000, an initial stock option to purchase 15,000 shares of the Company’s common stock (the “Common Stock”) on the date of her appointment to the Board and a stock option to purchase 10,000 shares of Common Stock upon her annual re-election to the Board. The annual retainer will be paid in cash, stock options, or restricted stock units at the direction of the Board. Ms. Dahesh will also execute the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Ms. Danesh and any other person pursuant to which she was appointed as a director, nor are there any transactions between Ms. Danesh and the Company that would be reportable under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure
On May 14, 2021, the Company issued a press release announcing the appointment of Ms. Danesh to the Board. A copy of the press release is included as Exhibit 99.1.
This information is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Press Release dated May 14, 2021.
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
Date: May 14, 2021
/s/ Kenneth B. Spink
Kenneth B. Spink
Vice President of Finance and Chief
Financial Officer