Coherent (COHR) 8-KDeparture of Directors or Certain Officers

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): November 9, 2020

II-VI Incorporated

(Exact Name of Registrant as Specified in Charter)

(724) 352-4455

(Registrant’s telephone number, including area code)

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

II-VI Incorporated (the “Company”) held its Annual Meeting of Shareholders on November 9, 2020 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Amendment and Restatement of the II-VI Incorporated 2018 Omnibus Incentive Plan to add shares (the “Amended and Restated 2018 Plan”).

A summary of the Amended and Restated 2018 Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 29, 2020 (the “2020 Proxy Statement”) under the section titled “Approval of the Amendment and Restatement of the 2018 Omnibus Incentive Plan to Add Shares (Proposal 3)” and is incorporated herein by reference.

The summary of the 2018 Plan contained in the 2018 Proxy Statement is qualified in its entirety by reference to the full text of the 2018 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

(a) As of September 15, 2020, the record date for the Annual Meeting (the “Record Date”), there were 103,849,231 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A total of 90,596,061 shares of the Company’s common stock, or 87% of the total number of shares of the Company’s common stock outstanding on the Record Date, were present in person or by proxy at the Annual Meeting.

(b) At the Annual Meeting, the Company’s shareholders elected Joseph J. Corasanti, Patricia Hatter, and Marc Y.E. Pelaez as Class Three Directors to serve until the Company’s 2023 annual meeting of shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:

Joseph J. Corasanti

Patricia Hatter

Marc Y.E. Pelaez

At the Annual Meeting, the Company’s shareholders approved (on a non-binding advisory basis) the Company’s executive compensation paid to named executive officers in the Company’s fiscal year 2020, as disclosed in the 2020 Proxy Statement (“Proposal 2”). Proposal 2 received the following votes:

At the Annual Meeting, the Company’s shareholders approved the Amendment and Restatement of the 2018 Plan to add shares (“Proposal 3”). Proposal 3 received the following votes:

At the Annual Meeting, the Company’s shareholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending June 30, 2021 (“Proposal 4”). Proposal 4 received the following votes:

On November 10, 2020 the Board of Directors of II-VI Incorporated declared a quarterly dividend of $3.00 per share on its 6.00% Series A Mandatory Convertible Preferred Stock (Nasdaq: IIVIP). The quarterly dividend will be payable in cash on January 1, 2021, to all shareholders of record as of the close of business on December 15, 2020.

SIGNATURE

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.