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 19, 2021 (the "Annual Meeting"). There were 24,482,796 shares of common stock entitled to vote at the Annual Meeting and 16,188,075 shares were present in person or by proxy.

Five items of business were acted upon by the shareholders at the Annual Meeting. The final voting results are as follows:

Proposal One: Election of Directors of the Company.





                       VOTES          VOTES         BROKER
NOMINEE                 FOR         WITHHELD       NON-VOTES
Rhea J. Posedel       8,706,937        60,222       7,420,916
Gayn Erickson         8,708,125        59,034       7,420,916
Fariba Danesh         8,699,078        68,081       7,420,916
Laura Oliphant        8,699,925        67,234       7,420,916
Mario M. Rosati       8,146,192       620,967       7,420,916
Geoffrey G. Scott     8,736,579        30,580       7,420,916
Howard T. Slayen      8,700,624        66,535       7,420,916

Each of the seven nominees was elected to serve as a director until the next Annual Meeting or until his or her successor is elected and qualified.

Proposal Two: Approve an amendment to the Company's Bylaws to change the authorized number of directors and permit certain amendments to the Bylaws by unanimous consent of the Board of Directors of the Company.





              VOTES          VOTES        VOTES         BROKER
PROPOSAL       FOR          AGAINST      ABSTAIN       NON-VOTES
TWO          8,540,021       173,687       53,451       7,420,916

The foregoing proposal was approved.

Proposal Three: Approve an amendment to the Company's 2016 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by an additional 1,000,000 shares of common stock of the Company.





              VOTES          VOTES        VOTES         BROKER
PROPOSAL       FOR          AGAINST      ABSTAIN       NON-VOTES
THREE        8,385,535       330,118       51,506       7,420,916

The foregoing proposal was approved.

Proposal Four: Ratify the selection of BPM LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2022.





              VOTES          VOTES        VOTES         BROKER
PROPOSAL       FOR          AGAINST      ABSTAIN      NON-VOTES
FOUR         16,116,578       57,939       13,558             --

The foregoing proposal was accordingly ratified.






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Proposal Five: Approve, on an advisory basis, the compensation of the Company's named executive officers.





              VOTES          VOTES        VOTES         BROKER
PROPOSAL       FOR          AGAINST      ABSTAIN       NON-VOTES
FIVE         8,553,548       158,038       55,573       7,420,916

The foregoing proposal was approved.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On October 19, 2021, the shareholders of Aehr Test Systems (the "Company") approved an amendment to the Company's Bylaws (the "Bylaws") to (i) change the number of directors of the Company from not less than four (4) nor more than seven (7) to a new range of not less than five (5) nor more than eight (8), with the exact number of directors to be set initially at seven (7) effective upon approval of this amendment of the Bylaws; and (ii) permit for any amendment to the Bylaws changing the authorized number of directors to be approved by the unanimous consent of the Board of Directors of the Company. The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
  3.1           Bylaws of Aehr Test Systems, amended as of October 19, 2021.





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