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 27, 2009
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 Meeting Fees and Annual Retainer for Non-Employee Directors
On October 27, 2009, the Board of Directors (the "Board") of Aehr Test
Systems (the "Company") approved of an increase to the meeting fees paid to
the Company's non-employee directors. The Board also approved of a decrease
to the annual retainer paid to the Company's non-employee directors. The new
fees will be effective for the current directors as of October 27, 2009 and
for new directors effective upon the date they join the Board.
Under this arrangement, each director will receive $1,500 for each
regular Board meeting attended. In addition, the chair of the Audit Committee
will receive $1,200 and the chair of the Compensation Committee will receive
$1,050 for each respective Audit Committee or Compensation Committee meeting
attended. Other members of the Audit Committee will receive $900 and other
members of the Compensation Committee will receive $750 for each respective
Audit Committee or Compensation Committee meeting attended. All other
committee members will receive $750 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 $750 for attending any special
telephonic meeting of the Board. The annual retainer paid to non-employee
directors will be reduced from $25,000 to $15,000 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: November 2, 2009
By: /S/ GARY L. LARSON
-------------------------
Gary L. Larson
Vice President of Finance and
Chief Financial Officer