UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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_________________________Aehr Test Systems___________________________
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400 Kato Terrace
Fremont, California 94539
TO BE HELD ON OCTOBER 25, 2011
AEHR TEST SYSTEMS:
1. | To elect six directors. |
2. | To approve an amendment to the Company’s 2006 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by an additional 900,000 shares. |
3. | To 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. |
4. | To ratify the selection of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2012. |
5. | To transact such other business as may properly come before the Annual Meeting or any adjournments thereof. |
Chief Executive Officer and
Chairman of the Board of Directors
• | COMPLETE AND RETURN A WRITTEN PROXY CARD; OR |
• | ATTEND THE COMPANY’S 2011 ANNUAL MEETING OF SHAREHOLDERS AND VOTE. |
MATERIALS FOR THE ANNUAL MEETING TO BE HELD OCTOBER 25, 2011:
400 Kato Terrace
Fremont, California 94539
PROXY STATEMENT
1. | To elect six directors. |
2. | To approve an amendment to the Company’s 2006 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by an additional 900,000 shares. |
3. | To 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. |
4. | To ratify the selection of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2012. |
5. | To transact such other business as may properly come before the Annual Meeting or any adjournments of the Annual Meeting. |
Shares Beneficially Owned(1) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Beneficial Owner | Number | Percent(2) | |||||||||
Directors and Named Executive Officers: | |||||||||||
Rhea J. Posedel (3) | 1,158,367 | 12.7 | % | ||||||||
Robert R. Anderson (4) | 179,937 | 2.0 | % | ||||||||
William W. R. Elder (5) | 146,000 | 1.6 | % | ||||||||
Mukesh Patel (6) | 56,929 | * | |||||||||
Mario M. Rosati (7) | 247,967 | 2.8 | % | ||||||||
Howard T. Slayen (8) | 41,250 | * | |||||||||
Gary L. Larson (9) | 179,497 | 2.0 | % | ||||||||
David S. Hendrickson (10) | 119,412 | 1.3 | % | ||||||||
Gregory M. Perkins (11) | — | — | |||||||||
Carl Buck (12) | 133,658 | 1.5 | % | ||||||||
Kunio Sano (13) | 56,291 | * | |||||||||
All Directors and Executive Officers as a group (11 persons) (14) | 2,319,308 | 23.9 | % | ||||||||
Principal Shareholders: | |||||||||||
State of Wisconsin Investment Board (15) 121 East Wilson Street, Madison, WI 53702 | 837,166 | 9.4 | % |
* | Represents less than 1% of the Common Shares | |
(1) | Beneficial ownership is determined in accordance with the rules of the SEC. Unless otherwise indicated in the footnotes to this table, the persons and entities named in the table have represented to |
| the Company that they have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Unless otherwise indicated, the address of each of the individuals listed in the table is c/o Aehr Test Systems, 400 Kato Terrace, Fremont, California 94539. |
(2) | Shares of Common Stock subject to options that are currently exercisable or exercisable within 60 days of August 31, 2011 are deemed to be outstanding and to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
(3) | Includes 9,950 shares held by Natalie Diane Posedel, Mr. Posedel’s daughter, and 175,936 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(4) | Includes 62,437 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(5) | Includes 3,000 shares held by Derek S. Elder and 3,000 shares held by Corwin W. Elder, Mr. Elder’s sons, and 40,000 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(6) | Includes 35,000 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(7) | Includes 27,000 shares held by Mario M. Rosati and Douglas Laurice, trustees for the benefit of Mario M. Rosati, 156,016 shares held by Mario M. Rosati, Trustee of the Mario M. Rosati Trust, U/D/T dated 1/9/90, 22,500 shares held by WS Investment Company, LLC (2001A) of which Mr. Rosati is a general partner and 43,750 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(8) | Includes 31,250 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(9) | Includes 103,958 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(10) | Includes 117,499 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(11) | Mr. Perkins terminated employment in February 2011. |
(12) | Includes 88,041 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(13) | Includes 56,291 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(14) | Includes 754,162 shares issuable upon the exercise of stock options exercisable within 60 days of August 31, 2011. |
(15) | Based solely on Schedule 13G/A filed February 14, 2011 with the SEC by the State of Wisconsin Investment Board, or SWIB. SWIB has sole investment and sole voting power with respect to the shares. |
(a) | (b) | (c) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||
Equity compensation plans approved by security holders | 2,156,486 | (1) | $3.32 | 699,386 | ||||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Total | 2,156,486 | $3.32 | 699,386 |
stock purchase plans of the Company accrue at a rate which exceeds $25,000 worth of stock for a calendar year, such participant may not be granted an option to purchase stock under the 2006 Employee Stock Purchase Plan. In addition, a participant may not purchase more than 3,000 shares in each purchase period.
ELECTION OF DIRECTORS
Name of Nominee | Age | Position | Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Rhea J. Posedel | 69 | Chairman of the Board and Chief Executive Officer | 1977 | |||||||||||
Robert R. Anderson (1)(2) | 73 | Director | 2000 | |||||||||||
William W.R. Elder (2)(3) | 72 | Director | 1989 | |||||||||||
Mukesh Patel (1)(3) | 53 | Director | 1999 | |||||||||||
Mario M. Rosati | 65 | Director | 1977 | (4) | ||||||||||
Howard T. Slayen (1) | 64 | Director | 2008 |
(1) | Member of the Audit Committee | |
(2) | Member of the Compensation Committee | |
(3) | Member of the Nominating and Governance Committee | |
(4) | Mr. Rosati was a member of the Board of Directors from 1977 to September 2008 and then rejoined the Board of Directors in February 2009. |
Anderson was co-founder, Chief Financial Officer and Chief Operating Officer of KLA Instruments, a supplier of process control and yield management solutions for the semiconductor and related nanoelectronics industries, from 1975 through 1994. Mr. Anderson is a graduate of Bentley University and served as a trustee of Bentley University from 1993 through 2004.
Officer of Quaartz Inc., a web-hosted communications company. From 1971 to September 1999, Mr. Slayen held various positions with PricewaterhouseCoopers/Coopers & Lybrand, including his last position as a Corporate Finance Partner. Mr. Slayen currently is a director of Lantronix, Inc., a publicly-held embedded networking solutions company. Mr. Slayen received a B.A. from Claremont McKenna College and a J.D. from the University of California, Berkeley School of Law.
400 Kato Terrace
Fremont, CA 94539
Attn: Secretary
diverse set of skills and experience to provide oversight and advice concerning the Company’s current business and growth strategies.
Robert R. Anderson
Mukesh Patel
member — $1,500; compensation committee chair — $1,750; and other committee members — $1,250. Committee members attending a committee meeting held in conjunction with a regular board meeting will receive 50% of the amounts noted above for each respective committee member. Outside directors are also reimbursed for certain expenses incurred in attending board and committee meetings.
Name | Year | Fees Earned or Paid in Cash | Option Award (2) | Total Compensation | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Rhea J. Posedel (1) | 2011 | — | — | — | ||||||||||||||
Robert R. Anderson | 2011 | $ | 24,450 | $ | 7,078 | $ | 31,528 | |||||||||||
William W.R. Elder | 2011 | $ | 21,750 | $ | 7,078 | $ | 28,828 | |||||||||||
Mukesh Patel | 2011 | $ | 23,850 | $ | 7,078 | $ | 30,928 | |||||||||||
Mario M. Rosati | 2011 | $ | 21,750 | $ | 7,078 | $ | 28,828 | |||||||||||
Howard T. Slayen | 2011 | $ | 25,800 | $ | 12,535 | $ | 38,335 |
(1) | Rhea J. Posedel is an executive officer and does not receive any additional compensation for services provided as a director. |
(2) | Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended May 31, 2011 in accordance with the provisions of Financial Accounting Standards Board, |
or FASB, Accounting Standards Codification 718, or ASC 718, “Compensation — Stock Compensation,” (formerly FASB Statement 123R), and thus includes amounts from awards granted in and prior to fiscal 2011. See Note 1 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal 2011 filed with the SEC on August 26, 2011 regarding the assumptions underlying valuation of equity awards. The full grant date fair value of the awards granted to each outside director in fiscal 2011, computed in accordance with ASC 718, was equal to $8,416. At the end of fiscal 2011, the aggregate number of option awards outstanding for each director was as follows: 62,437 held by Robert R. Anderson; 40,000 held by William W.R. Elder, 35,000 held by Mukesh Patel; 43,750 held by Mario M. Rosati, and 35,000 held by Howard T. Slayen. Options granted vest as to one-twelfth (1/12th) of the shares each month after the date of grant over a period of one year, so long as the optionee remains a director of the Company. |
Name of Individual Or Identity of Group and Position | Securities Underlying Options Granted(#) | Weighted Average Exercise Price Per Share ($/share) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Rhea J. Posedel | 55,000 | $2.15 | ||||||||
Gary L. Larson | 25,000 | $1.95 | ||||||||
Carl Buck | 25,000 | $1.95 | ||||||||
David S. Hendrickson | 40,000 | $1.95 | ||||||||
Gregory M. Perkins | 20,000 | $1.95 | ||||||||
Kunio Sano | 25,000 | $1.95 | ||||||||
All current Executive Officers as a group | 190,000 | $2.01 | ||||||||
All outside Directors as a group | 50,000 | $1.32 | ||||||||
All other employees (including all current Officers who are not Executive Officers) as a group | 268,500 | $1.90 |
Stock Market LLC or any established stock exchange. Any amendment or termination of the 2006 Equity Incentive Plan is subject to the rights of optionees under agreements entered into prior to such amendment or termination.
TO THE 2006 EQUITY INCENTIVE PLAN
Name of Individual or Identity of Group and Position | Number of Shares Purchased (#) | Dollar Value ($)(1) | Payroll Deductions as of Fiscal Year End | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Rhea J. Posedel | — | — | — | |||||||||||
Gary L. Larson | 6,000 | $ | 4,167 | $ | 1,447 | |||||||||
Carl Buck | 6,000 | $ | 4,167 | $ | 1,480 | |||||||||
David S. Hendrickson | — | — | — | |||||||||||
Gregory M. Perkins | — | — | — | |||||||||||
Kunio Sano | — | — | — | |||||||||||
All current executive officers as a group | 12,000 | $ | 8,334 | $ | 2,926 | |||||||||
All other employees (including all current officers who are not executive officers) as a group | 144,578 | $ | 99,509 | $ | 35,093 |
(1) | Market value of shares on date of purchase, minus the purchase price under the ESPP. |
TO THE 2006 EMPLOYEE STOCK PURCHASE PLAN
2011 | 2010 | |||||||||
Audit Fees | $142,440 | $174,450 | ||||||||
TOTAL | $142,440 | $174,450 |
THE APPOINTMENT OF BURR PILGER MAYER, INC.
Name | Age | Position | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Rhea J. Posedel | 69 | Chief Executive Officer and Chairman of the Board | ||||||||
Gary L. Larson | 61 | Vice President of Finance and Chief Financial Officer | ||||||||
Carl N. Buck | 59 | Vice President of Marketing and Contactor Business Group | ||||||||
David S. Hendrickson | 54 | Vice President of Engineering | ||||||||
Gregory M. Perkins (1) | 57 | Vice President of Worldwide Sales and Service | ||||||||
Kunio Sano | 55 | President, Aehr Test Systems Japan K.K. |
(1) | Mr. Perkins terminated employment in February 2011. |
including Senior Vice President of Marketing and Business Development for GE Capital Computer Leasing. Mr. Perkins received a B.S. in Environmental Health Technologies from Quinnipiac University.
1. | reward executive officers for performance and link executive compensation to the creation of shareholder value through the use of performance and equity-based compensation; | |
2. | attract, retain and motivate highly qualified executive officers by compensating them at a level that is competitive with other companies in similar industries; | |
3. | share the risks and rewards of the Company’s business with the Company’s executive officers; and | |
4. | maximize long-term shareholder returns by utilizing compensation funds in a cost-effective manner. |
1. | Determining the specific executive officer compensation methods to be used by the Company and the participants in each of those specific programs; |
2. | Determining the evaluation criteria and timelines to be used in those programs; |
3. | Determining the processes that will be followed in the ongoing administration of the programs; and |
4. | Determining their role in the administration of the programs. |
• | Cash-based programs: base salary, annual bonus plan and a sales commission plan; and |
• | Equity-based programs: The 2006 Equity Incentive Plan, the 2006 Employee Stock Purchase Plan and the ESOP. |
Company utilizes equity-based compensation, including stock options, to encourage long-term performance with corporate performance and extended executive officer tenure producing potentially significant value.
1. | The Compensation Committee periodically reviews information comparing the Company’s compensation levels to other companies in similar industries, other leading companies (regardless of industry) and competitors. Primarily, personal knowledge of semiconductor equipment industry compensation practices, compensation data in SEC filings, and national and regional compensation surveys are used. |
2. | At or near the start of each evaluation cycle, the Compensation Committee meets with the Chief Executive Officer to review, revise as needed, and agree on the performance objectives set for the other executive officers. The Chief Executive Officer and Compensation Committee jointly set the Company objectives to be used. The business unit and individual objectives are formulated jointly by the Chief Executive Officer and the specific individual. The Compensation Committee also, with the Chief Executive Officer, jointly establishes and agrees on respective performance objectives of each executive officer. |
3. | Throughout the performance cycle review, feedback is provided by the Chief Executive Officer, the Compensation Committee and the Board of Directors, as appropriate. |
4. | At the end of the performance cycle, the Chief Executive Officer evaluates each other executive officers relative success in meeting the performance goals. The Chief Executive Officer makes recommendations on salary, bonus and stock options, utilizing the comparative results as a factor. Also included in the decision criteria are subjective factors such as teamwork, leadership contributions and ongoing changes in the business climate. The Chief Executive Officer reviews the recommendations and obtains Compensation Committee approval. |
5. | The final evaluations and compensation decisions are discussed with each executive officer by the Chief Executive Officer or Compensation Committee, as appropriate. |
the compensation to be paid to the Company’s executive officers for fiscal 2012 will exceed the $1 million limit per officer; however, to the extent such compensation to be paid to such executive officers exceeds the $1 million limit per officer, such excess will be treated as performance-based compensation.
Fiscal | Annual Compensation | Option | Long-term Compensation Securities Underlying | All Other | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary (1) | Bonus (2) | Awards (3) | Options (4) | Compensation (5) | Total | |||||||||||||||||||||||
Rhea J. Posedel | 2011 | $206,258 | — | $ | 71,538 | $ | 2,499 | $ | 22,298 | $ | 302,593 | |||||||||||||||||||
Chief Executive Officer and | 2010 | $210,118 | $ | 35,781 | $ | 90,063 | $ | 5,763 | $ | 28,682 | $ | 370,407 | ||||||||||||||||||
Chairman of the Board of Directors | 2009 | $236,287 | — | $ | 101,443 | $ | 2,706 | $ | 24,465 | $ | 364,901 | |||||||||||||||||||
Gary L. Larson | 2011 | $188,053 | — | $ | 45,193 | $ | 2,555 | $ | 9,773 | $ | 245,574 | |||||||||||||||||||
Vice President of Finance and | 2010 | $190,946 | $ | 33,530 | $ | 61,867 | $ | 5,910 | $ | 7,765 | $ | 300,018 | ||||||||||||||||||
Chief Financial Officer | 2009 | $205,759 | — | $ | 70,283 | $ | 2,706 | $ | 8,103 | $ | 286,851 | |||||||||||||||||||
Carl Buck (6) | 2011 | $204,272 | — | $ | 36,134 | $ | 1,818 | $ | 12,159 | $ | 254,383 | |||||||||||||||||||
Vice President of Marketing | 2010 | $156,859 | $ | 27,440 | $ | 54,855 | $ | 4,150 | $ | 9,021 | $ | 252,325 | ||||||||||||||||||
and Contactor Business Group | 2009 | $169,490 | — | $ | 50,284 | $ | 2,148 | $ | 9,141 | $ | 231,063 | |||||||||||||||||||
David S. Hendrickson | 2011 | $207,725 | — | $ | 51,087 | $ | 2,503 | $ | 30,130 | $ | 291,445 | |||||||||||||||||||
Vice President of Engineering | 2010 | $182,001 | $ | 33,867 | $ | 63,189 | $ | 5,047 | $ | 28,452 | $ | 312,556 | ||||||||||||||||||
2009 | $208,234 | — | $ | 73,425 | $ | 2,706 | $ | 26,493 | $ | 310,858 | ||||||||||||||||||||
Gregory M. Perkins (7) | 2011 | $222,992 | — | $ | 24,477 | — | $ | 23,767 | $ | 271,236 | ||||||||||||||||||||
Vice President of Worldwide | 2010 | $185,922 | $ | 29,235 | $ | 49,008 | $ | 5,586 | $ | 21,614 | $ | 291,365 | ||||||||||||||||||
Sales and Service | 2009 | $205,643 | — | $ | 52,526 | $ | 2,409 | $ | 15,651 | $ | 276,229 | |||||||||||||||||||
Kunio Sano | 2011 | $177,913 | — | $ | 27,149 | — | $ | 17,643 | $ | 222,705 | ||||||||||||||||||||
President | 2010 | $162,828 | $ | 33,762 | $ | 30,270 | — | $ | 17,354 | $ | 244,214 | |||||||||||||||||||
Aehr Test Systems Japan | 2009 | $159,120 | — | $ | 31,663 | — | $ | 13,428 | $ | 204,211 |
(1) | The amounts in this column include any salary contributed by the named executive officer to the Company’s 401(k) plan. |
(2) | Bonus amounts earned in fiscal 2011, 2010 and 2009 were made under the Company’s executive bonus plan. |
(3) | The amounts in this column represent the dollar amount recognized for financial statement reporting purposes computed in accordance with the provisions of FASB ASC 718 and thus include awards granted in and prior to fiscal 2011, 2010 and 2009. See Note 1 of the Notes to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal years ended May 31, 2011, 2010 and 2009 for assumptions used to estimate the fair value of options granted during fiscal years 2011, 2010 and 2009. The Company’s stock-based compensation expense recognized under ASC 718 reflects an estimated forfeiture rate of 0.25%, 0.25% and 2% in fiscal 2011, 2010 and |
2009, respectively. The values recognized in the “Option Awards” column above do not reflect such expected forfeitures. |
(4) | Represents contributions made by the Company under its ESOP. |
(5) | Consists of health and life insurance premiums and medical costs paid by the Company during the fiscal years ended May 31, 2011, 2010 and 2009. |
(6) | The amount shown in the Annual Compensation Salary column for fiscal 2011 includes $50,373 in commissions earned in fiscal 2011. There were no commissions earned in prior fiscal years. |
(7) | The amount shown in the Annual Compensation Salary column for fiscal 2011 includes $41,653 in commissions earned in fiscal 2011. The amount shown in the Annual Compensation Salary column for fiscal 2010 includes $32,171 in commissions earned in fiscal 2010. The amount shown in the Annual Compensation Salary column for fiscal 2009 included $24,853 in commissions earned in fiscal 2009. Mr. Perkins terminated employment in February 2011. |
Option Grant | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Number of Securities Underlying | Exercise Price of Option | Grant Date Fair Value of Stock Option | ||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Date | Target | Maximum | Option (2) | Awards (3) | Awards | ||||||||||||||||||||
Rhea J. Posedel | 6/29/10 | $ | — | $ | 70,830 | 55,000 | $ | 2.15 | $ | 67,183 | ||||||||||||||||
Gary L. Larson | 6/29/10 | $ | — | $ | 62,681 | 25,000 | $ | 1.95 | $ | 31,395 | ||||||||||||||||
Carl Buck | 6/29/10 | $ | — | $ | 51,299 | 25,000 | $ | 1.95 | $ | 31,395 | ||||||||||||||||
David S. Hendrickson | 6/29/10 | $ | — | $ | 69,649 | 40,000 | $ | 1.95 | $ | 50,232 | ||||||||||||||||
Gregory M. Perkins (4) | 6/29/10 | $ | — | $ | 54,656 | 20,000 | $ | 1.95 | $ | 25,116 | ||||||||||||||||
Kunio Sano | 6/29/10 | $ | — | $ | 54,483 | 25,000 | $ | 1.95 | $ | 31,395 |
(1) | Reflects the target and maximum values of cash bonus award to the named executive officers in fiscal 2011. The cash bonus award amounts actually earned by the named executive officers in fiscal 2011 are shown in the Summary Compensation Table for fiscal 2011 under the heading “Annual Compensation, Bonus” refer to “Compensation Discussion and Analysis” above for a description of the cash bonus compensation. |
(2) | The stock options granted in fiscal 2011 are generally exercisable starting one month after the date of grant, with 1/48th of the shares covered thereby becoming exercisable at that time and with an additional 1/48th of the total number of option shares becoming exercisable each month thereafter, with full vesting occurring on the fourth anniversary of the date of grant. Each of these options expires 5 years from the date of grant. |
(3) | Options are granted at an exercise price equal to the fair market value of the Company’s Common Stock, as determined by reference to the closing price reported by the NASDAQ Stock Market LLC on the date of grant. Because Rhea J. Posedel owns more than 10% of the Company’s outstanding Common Stock, the exercise prices of any incentive stock option granted to him is set at a 10% premium above the market price on the date of the grant. Non-qualified stock options may be granted to Mr. Posedel at the market price on the date of grant. |
(4) | Mr. Perkins terminated employment in February 2011. |
Option Awards Number of Securities Underlying Unexercised Options (1) | Option Exercise | Option Expiration | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Exercisable | Unexercisable | Price (2) | Date (3) | ||||||||||||||
Rhea J. Posedel | 35,000 | — | $ | 3.993 | 6/30/2011 | |||||||||||||
35,000 | — | $ | 3.091 | 6/23/2012 | ||||||||||||||
15,000 | — | $ | 9.295 | 7/18/2013 | ||||||||||||||
32,312 | 688 | $ | 6.556 | 6/26/2012 | ||||||||||||||
664 | 5,724 | $ | 2.475 | 11/13/2013 | ||||||||||||||
11,007 | 6,605 | $ | 2.250 | 11/13/2013 | ||||||||||||||
55,000 | 2,500 | $ | 0.850 | 6/30/2014 | ||||||||||||||
12,604 | 42,396 | $ | 2.145 | 6/29/2015 | ||||||||||||||
Gary L. Larson | 20,000 | — | $ | 3.630 | 6/30/2011 | |||||||||||||
25,000 | — | $ | 2.810 | 6/23/2012 | ||||||||||||||
10,000 | — | $ | 8.450 | 7/18/2013 | ||||||||||||||
19,583 | 417 | $ | 5.960 | 6/26/2012 | ||||||||||||||
5,841 | 4,500 | $ | 2.250 | 11/13/2013 | ||||||||||||||
1,659 | — | $ | 2.250 | 11/13/2013 | ||||||||||||||
28,750 | 1,250 | $ | 0.850 | 6/30/2014 | ||||||||||||||
5,729 | 19,271 | $ | 1.950 | 6/29/2015 | ||||||||||||||
Carl Buck | 20,000 | — | $ | 3.630 | 6/30/2011 | |||||||||||||
20,000 | — | $ | 2.810 | 6/23/2012 | ||||||||||||||
10,000 | — | $ | 8.450 | 7/18/2013 | ||||||||||||||
11,750 | 250 | $ | 5.960 | 6/26/2012 | ||||||||||||||
5,000 | 3,000 | $ | 2.250 | 11/13/2013 | ||||||||||||||
28,750 | 1,250 | $ | 0.850 | 6/30/2014 | ||||||||||||||
5,729 | 19,271 | $ | 1.950 | 6/29/2015 | ||||||||||||||
David S. Hendrickson | 20,000 | — | $ | 3.630 | 6/30/2011 | |||||||||||||
25,000 | — | $ | 2.810 | 6/23/2012 | ||||||||||||||
10,000 | — | $ | 8.450 | 7/18/2013 | ||||||||||||||
24,479 | 521 | $ | 5.960 | 6/26/2012 | ||||||||||||||
1,989 | 6,001 | $ | 2.250 | 11/13/2013 | ||||||||||||||
8,010 | — | $ | 2.250 | 11/13/2013 | ||||||||||||||
7,189 | 313 | $ | 0.850 | 6/30/2014 | ||||||||||||||
21,560 | 938 | $ | 0.850 | 6/30/2014 | ||||||||||||||
9,166 | 30,834 | $ | 1.950 | 6/29/2015 | ||||||||||||||
Gregory M. Perkins (4) | — | — | — | — | ||||||||||||||
Kunio Sano | 625 | — | $ | 3.630 | 6/30/2011 | |||||||||||||
1,563 | — | $ | 2.810 | 6/23/2012 | ||||||||||||||
4,000 | — | $ | 8.450 | 7/18/2013 | ||||||||||||||
9,791 | 209 | $ | 5.960 | 6/26/2012 | ||||||||||||||
5,000 | 3,000 | $ | 2.250 | 11/13/2013 | ||||||||||||||
23,958 | 1,042 | $ | 0.850 | 6/30/2014 | ||||||||||||||
5,729 | 19,271 | $ | 1.950 | 6/29/2015 |
(1) | Stock options outstanding are generally exercisable starting one month after the date of grant, and with an additional 1/48th of the total number of option shares becoming exercisable each month thereafter, with full vesting occurring on the fourth anniversary of the date of grant. |
(2) | Options are granted at an exercise price equal to the fair market value of the Company’s Common Stock, as determined by reference to the closing price reported by the NASDAQ Stock Market LLC on the date of grant. Because Rhea J. Posedel owns more than 10% of the Company’s outstanding Common Stock, the exercise prices of any incentive stock option granted to him is set at a 10% premium above the market price on the date of the grant. Non-qualified stock options may be granted to Mr. Posedel at the market price on the date of grant. |
(3) | These options generally expire five or seven years from the date of grant. |
(4) | Mr. Perkins terminated employment in February 2011. |
Shares Acquired on | Value Realized on | Number of Securities Underlying Unexercised Options at Fiscal Year-End(#)(1) | Value of Unexercised In-the-Money Options at Fiscal Year-End($)(2) | |||||||||||||||||||||||
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Name | Exercise (#) | Exercise ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||||
Rhea J. Posedel | — | — | 196,587 | 57,913 | $ | 34,650 | $ | 1,575 | ||||||||||||||||||
Gary L. Larson | — | — | 116,562 | 25,438 | $ | 18,113 | $ | 788 | ||||||||||||||||||
Carl Buck | — | — | 101,229 | 23,771 | $ | 18,113 | $ | 788 | ||||||||||||||||||
David S. Hendrickson | — | — | 127,393 | 38,607 | $ | 18,112 | $ | 788 | ||||||||||||||||||
Gregory M. Perkins (3) | — | — | — | — | — | — | ||||||||||||||||||||
Kunio Sano | — | — | 50,666 | 23,522 | $ | 15,094 | $ | 656 |
(1) | The Company has not granted any stock appreciation rights and its stock plans do not provide for the granting of such rights. |
(2) | Calculated by determining the difference between the fair market value of the securities underlying the options at the last business day of the fiscal year-end ($1.48 per share as of May 31, 2011) and the exercise price of the options. |
(3) | Mr. Perkins terminated employment in February 2011. |
Named Executive Benefits and Payments | Involuntary Termination not for Cause Following a | |||||
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Upon Termination: | Change of Control | |||||
Rhea J. Posedel | ||||||
Base salary | $200,686 | |||||
Medical continuation | 22,298 | |||||
Value of accelerated stock options (1) | 1,575 | |||||
Gary L. Larson | ||||||
Base salary | $141,032 | |||||
Medical continuation | 7,330 | |||||
Value of accelerated stock options (1) | 788 | |||||
David S. Hendrickson | ||||||
Base salary | $104,474 | |||||
Medical continuation | 15,065 | |||||
Value of accelerated stock options (1) | 788 | |||||
Carl Buck | ||||||
Base salary | $ 76,949 | |||||
Medical continuation | 6,080 | |||||
Value of accelerated stock options (1) | 788 | |||||
Gregory M. Perkins (2) | ||||||
Kunio Sano | ||||||
Base salary | $ 91,690 | |||||
Medical continuation | 8,821 | |||||
Value of accelerated stock options (1) | 656 |
(1) | Represents the aggregate value of the acceleration of vesting of the executive officer’s unvested stock options based on the spread between the closing price of the Company’s Common Stock on May 31, 2011 (the last business day of the last fiscal year) of $1.48 and the exercise price of the stock options. Aggregate intrinsic value represents only the value for those options in which the exercise price of the option is less than the market value of the Company’s stock on May 31, 2011. |
(2) | Mr. Perkins terminated employment in February 2011. |
OF THE BOARD OF DIRECTORS
William W.R. Elder
SECURITIES EXCHANGE ACT OF 1934
Chief Executive Officer and
Chairman of the Board of Directors
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Using ablack inkpen, mark your votes with anXas shown in | x |
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Annual Meeting Proxy Card |
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PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. |
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Proposals — The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposal 2, FOR Proposal 3 and FOR Proposal 4. |
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1. | Election of Directors: | For | Withhold |
| For | Withhold |
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| 01 - Rhea J. Posedel | o | o | 02 - Robert R. Anderson | o | o | 03 - William W. R. Elder | o | o |
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| 04 - Mukesh Patel | o | o | 05 - Mario M. Rosati | o | o | 06 - Howard T. Slayen | o | o |
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| For | Against | Abstain |
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| For | Against | Abstain |
2. | Proposal to approve an amendment to the Company’s 2006 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by an additional 900,000 shares. |
| o | o | o | 3. | Proposal to 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. |
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4. | Proposal to ratify the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm. |
| o | o | o | 5. | In their discretion, the proxyholders are authorized to vote upon such other matter or matters which may properly come before the meeting and any adjournment(s) thereof. |
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Non-Voting Items | |||||||||||
Change of Address— Please print new address below. | |||||||||||
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Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below | |||||||||||
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian or custodian, please give full title. |
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Date (mm/dd/yyyy) — Please print date below. |
| Signature 1 — Please keep signature within the box. |
| Signature 2 — Please keep signature within the box. | ||||
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PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. |
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Proxy — AEHR TEST SYSTEMS |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AEHR TEST SYSTEMS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 25, 2011
The undersigned shareholder of Aehr Test Systems, a California corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement and hereby appoints Rhea J. Posedel and Gary L. Larson, or either of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Shareholders of Aehr Test Systems to be held on October 25, 2011, at 4:00 p.m., local time, at 400 Kato Terrace, Fremont, California 94539, and at any adjournments thereof and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side of this card.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED (1) FOR THE ELECTION OF THE NOMINATED DIRECTORS, (2) FOR THE AMENDMENT TO THE 2006 EQUITY INCENTIVE PLAN, (3) FOR THE AMENDMENT TO THE 2006 EMPLOYEE STOCK PURCHASE PLAN, (4) FOR RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND (5) AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY ADJOURNMENT(S) THEREOF.
PLEASE SIGN AND DATE ON REVERSE SIDE
Important notice regarding the internet availability of proxy materials for the Annual Meeting of Shareholders
The Proxy Statement, Form of Proxy Card and 2011 Annual Report are available at:
www.aehr.com under the heading “Investors” and the subheading “Proxy Materials”.