8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 3, 2006                            

II-VI Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

0-16195	25-1214948
(Commission File Number)	(IRS Employer Identification No.)

375 Saxonburg Boulevard, Saxonburg, Pennsylvania	16056
(Address of Principal Executive Offices)	(Zip Code)

(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 (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))

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Item 8.01 Other Events.

On November 3, 2006, the Company issued a press release entitled, “II-VI Incorporated Announces Shareholders’ Meeting Results and Committees of the Board of Directors.”

The full text of the Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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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 thereunto duly authorized.

	II-VI INCORPORATED (Registrant)
Date: November 7, 2006	By:	/s/ Carl J. Johnson
		Carl J. Johnson Chairman and Chief Executive Officer

Date: November 7, 2006	By:	/s/ Craig A. Creaturo
		Craig A. Creaturo Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release

EX-99.1

Exhibit 99.1

Press Release		II-VI Incorporated 375 Saxonburg Boulevard Saxonburg, Pennsylvania 16056 Telephone (724) 352-445
Release Date:     November 6, 2006	Contact:     Craig A. Creaturo Chief Financial Officer and Treasurer (724) 352-4455 ccreaturo@ii-vi.com Homepage: www.ii-vi.com

II-VI Incorporated Announces Shareholders’ Meeting Results

and Committees of the Board of Directors

PITTSBURGH, PA – November 6, 2006 – II-VI Incorporated (NASDAQ NMS: IIVI) announced today the results of its Annual Meeting of Shareholders held on November 3, 2006. Elected to the Company’s Board of Directors for the first time was Wendy F. DiCicco, Chief Financial Officer of Kensey Nash Corporation. Re-elected to the Company’s Board of Directors were Duncan A.J. Morrison, Retired Chairman of ARRI Canada Ltd. and Marc Y.E. Pelaez, Rear Admiral, United States Navy (retired). The three elected directors join existing directors Carl J. Johnson, Chairman and Chief Executive officer of II-VI Incorporated, Thomas E. Mistler, Operating Partner of Buckingham Capital Partners, Joseph J. Corasanti, President and Chief Operating Officer of CONMED Corporation, Peter W. Sognefest, President, Chief Executive Officer and Chairman of South East Asia Manufacturing Operations Consultancy and Francis J. Kramer, President and Chief Operating Officer of II-VI Incorporated.

In addition to the election of directors, the shareholders of the Company also ratified the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2007.

Immediately following the Annual Meeting of Shareholders, the Company’s Board of Directors re-appointed Thomas E. Mistler to serve as Lead Independent Director.

- more -

II-VI Incorporated

November 6, 2006

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The Company’s Board of Directors also appointed the following directors to serve as members of the various committees of the Board of Directors:

• Audit Committee

Duncan A.J. Morrison, Chairman

Joseph J. Corasanti

Wendy F. DiCicco

Thomas E. Mistler

• Compensation Committee

Peter W. Sognefest, Chairman

Joseph J. Corasanti

Thomas E. Mistler

Duncan A.J. Morrison

Marc Y.E. Pelaez

• Nominating and Corporate Governance Committee

Thomas E. Mistler, Chairman

Marc Y.E. Pelaez

Peter W. Sognefest

The Company’s Board of Directors also elected the following individuals as officers of the Company:

Carl J. Johnson	Chief Executive Officer
Francis J. Kramer	President and Chief Operating Officer
Craig A. Creaturo	Chief Financial Officer and Treasurer
Herman E. Reedy	Executive Vice President – Infrared Optics
James Martinelli	Vice President – Government and Military Businesses
Vincent D. Mattera, Jr.	Vice President – Compound Semiconductor Group

Headquartered in Saxonburg, Pennsylvania, II-VI Incorporated designs, manufactures and markets optical and opto-electronic components, devices and materials for infrared, near-infrared, visible light, x-ray and gamma ray instrumentation. The Company’s infrared optics business manufactures optical and opto-electronic components sold under the II-VI brand name and used primarily in CO₂ lasers. The Company’s near-infrared optics business manufactures near-infrared and visible light products for industrial, scientific, military and medical instruments and laser gain materials and products for solid-state YAG and YLF lasers at the Company’s VLOC subsidiary. The Company’s military infrared optics business manufactures infrared products for military applications under the Exotic Electro-Optics (EEO) brand name. In the Company’s Compound Semiconductor Group, the eV PRODUCTS division manufactures and markets solid-state x-ray and gamma-ray sensor products and materials for use in medical, industrial, environmental, scientific and homeland security applications; the Company’s Wide Bandgap Materials (WBG) group manufactures and markets single crystal silicon carbide substrates for use in the solid-state lighting, wireless infrastructure, RF electronics and power switching industries; Marlow Industries, Inc. designs and manufactures thermoelectric cooling and power

II-VI Incorporated

November 6, 2006

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generation solutions for use in defense, space, photonics, telecommunications, medical, consumer and industrial markets.

CONTACT: Craig A. Creaturo, Chief Financial Officer and Treasurer of II-VI Incorporated, 724-352-4455, or e-mail, ccreaturo@ii-vi.com.

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