Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2021, the Board of Directors of II-VI Incorporated (the “Company”) elected David L. Motley to serve as a member of the Board of Directors, effective immediately. Mr. Motley will serve as a Class Three Director. The Board of Directors has determined that Mr. Motley qualifies as an independent director under Nasdaq listing standards and related rules and regulations of the Securities and Exchange Commission. Mr. Motley has not been appointed to any committees of the Board of Directors at this time.
Mr. Motley, 62, has served as Managing Partner with BlueTree Venture Fund, a venture fund focused on early-stage life science and information technology opportunities, since 2012. Mr. Motley also has served as a partner in DDRC 327 NEGL, LLC, a real estate development company, since 2016 and as Chief Executive Officer and President of MCAPS, LLC, a professional services company providing corporate real estate services and information technology capabilities and services, since January 2018. From 2011 to July 2017, Mr. Motley served as Senior Managing Partner of Headwaters SC, a private equity advisory services company. Mr. Motley also serves on the boards of directors of Deep Lake Capital Acquisition Corp., a blank check company, F.N.B. Corporation, a diversified financial services company, and Koppers Holdings Inc., an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. Mr. Motley also is a member of the board of directors of SRI International, an independent nonprofit technology research and development organization. Mr. Motley is a Cum Laude graduate of the University of Pittsburgh’s Swanson School of Engineering and a Distinguished Alumni Awardee, a recognition provided to less than one percent of the graduates. Mr. Motley also holds an M.B.A. from the Harvard Business School.
In connection with Mr. Motley’s appointment to the Board of Directors, and consistent with the Board of Directors’ current compensation arrangements for non-employee directors, Mr. Motley will be eligible to receive the Company’s standard annual cash compensation and expense reimbursement for non-employee directors, pro-rated for the remainder of the Company’s 2021 fiscal year. Mr. Motley also will be eligible to receive equity awards as part of the Company’s standard compensation for non-employee directors, as well as reimbursement of expenses.
There were no arrangements or understandings between Mr. Motley and any other person pursuant to which Mr. Motley was selected as a director, and there are and have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Motley that are required to be disclosed by Item 404(a) of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 26, 2021, the Board of Directors unanimously voted to amend and restate the Company’s corporate Bylaws (the “Bylaws”), effective immediately. The amended and restated Bylaws were the result of a comprehensive review of the Bylaws for the first time in several years. In addition to changes such as rewording provisions for clarity and increasing the use of “plain English,” the amendments add certain other general procedural provisions regarding shareholder meetings which were not previously expressly stated in the Bylaws. A copy of the amended and restated Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On February 26, 2021, the Board of Directors approved and adopted a new Code of Ethical Business Conduct (the “Code”) applicable to all directors, officers and employees of the Company, as well as contractors, consultants, temporary workers, suppliers and other third parties. The Code was approved and adopted by the Board as part of its ordinary course recurrent review of the Company’s codes and policies. The Code establishes basic standards of business practice, as well as professional and personal conduct that are expected of all covered persons. The Code supersedes the Company’s Code of Business Conduct and Ethics previously adopted by the Board (the “Prior Code”). The adoption of the Code did not relate to or result in any waiver, whether explicit or implicit, of any provision of the Prior Code. A copy of the Code is attached hereto as Exhibit 14.1 and incorporated herein by reference.
