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 7, 2014

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 7, 2014, the Board of Directors (the “Board”) of II-VI Incorporated (the “Company”) appointed Vincent D. Mattera, Jr. as President and Chief Operating Officer of the Company, effective immediately. Dr. Mattera, 58, has been employed by the Company since 2004 and has been its Chief Operating Officer since 2013. Previously, Dr. Mattera served as Executive Vice President from 2010 to 2012 and as a Vice President from 2004 to 2009. Dr. Mattera currently serves as a member of the Company’s Board of Directors.

A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting of Shareholders on November 7, 2014 (the “Annual Meeting”). As of the record date of September 3, 2014, there were 62,252,207 shares of common stock outstanding and entitled to vote at the meeting. A total of 57,306,340 shares were present in person or by proxy at the Annual Meeting, or 92.06% of the total shares outstanding.

(b) At the Annual Meeting, the shareholders elected Thomas E. Mistler and Joseph J. Corasanti as Class Three Directors to serve until the Company’s 2017 annual meeting of shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:

Thomas E. Mistler

For	Against	Abstain	Broker Non-Votes
43,936,940	4,281,291	342,109	8,746,000

Joseph J. Corasanti

For	Against	Abstain	Broker Non-Votes
42,647,812	5,245,243	667,285	8,746,000

At the Annual Meeting, the shareholders approved (on a non-binding advisory basis) the Company’s executive compensation (“Proposal 2”). Proposal 2 received the following votes:

For	Against	Abstain	Broker Non-Votes
31,914,335	14,864,631	1,781,374	8,746,000

At the Annual Meeting, the shareholders approved the Amended and Restated II-VI Incorporated 2012 Omnibus Incentive Plan (“Proposal 3”). Proposal 3 received the following votes:

For	Against	Abstain	Broker Non-Votes
39,705,849	8,470,512	383,979	8,746,000

At the Annual Meeting, the shareholders ratified the Audit Committee’s selection of Ernst & Young LLP, as the independent registered public accounting firm of the Company for the fiscal year ended June 30, 2015 (“Proposal 4”). Proposal 4 received the following votes:

For	Against	Abstain	Broker Non-Votes
56,762,421	176,982	366,937	—

Item 8.01 Other Events.

On November 7, 2014, the Board of Directors of the Company (the “Board”) appointed Francis J. Kramer, Chief Executive Officer of the Company, to the additional position of Chairman of the Board, effective immediately, and appointed Mark Y. E. Pelaez to the role of Lead Independent Director, effective immediately. In general, the major responsibilities of the Lead Independent Director include, among others:

• Chairing executive sessions of the independent directors conducted at each Board meeting;

• Acting as a liaison between the Chief Executive Officer and the independent directors;

• Supporting the Chairman in setting the agenda for Board meetings, based on input from other Board members;

• Chairing meetings of the Board in the Chairman’s absence; and

• Carrying out other duties as requested by the Corporate Governance and Nominating Committee and the Board.

These appointments follow the decision of Dr. Carl J. Johnson not to stand for re-election at the Annual Meeting, as previously disclosed in the Company’s definitive proxy statement filed on September 19, 2014. The Board thanks Dr. Johnson for his years of service. Dr. Johnson will continue to serve as Chairman Emeritus.

A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press Release dated November 7, 2014

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 10, 2014	By:	/s/    Mary Jane Raymond
		Mary Jane Raymond
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated November 7, 2014

EX-99.1

Exhibit 99.1

Press		II-VI Incorporated
Release		375 Saxonburg Boulevard
		Saxonburg, Pennsylvania 16056
		Telephone (724) 352-4455

II-VI Incorporated Announces Results of Shareholders’ Meeting

and Board of Director and Officer Appointments

PITTSBURGH, PA – November 7, 2014 (GLOBE NEWSWIRE) — II-VI Incorporated (Nasdaq:IIVI) announced the results of its Annual Meeting of Shareholders held on Friday, November 7, 2014.

The following proposals submitted to the shareholders were approved:

• Thomas E. Mistler and Joseph J. Corasanti were each elected to the Company’s Board of Directors for a three-year term;

• Non-binding advisory vote on the Company’s executive compensation;

• Approval of the II-VI Incorporated Amended and Restated 2012 Omnibus Incentive Plan; and

• Ratification of the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015.

The Company’s Board of Directors elected Marc Y. E. Pelaez to serve as Lead Independent Director, Francis J. Kramer to serve as Chairman of the Board of Directors and Chief Executive Officer and promoted Vincent (Chuck) D. Mattera, Jr. to President and Chief Operating Officer. Carl J. Johnson will serve as Chairman Emeritus.

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

• Audit Committee

Wendy F. DiCicco, Chair

Joseph J. Corasanti

Thomas E. Mistler

• Compensation Committee

Joseph J. Corasanti, Chair

Peter W. Sognefest

Wendy F. DiCicco

Marc Y.E. Pelaez

• Corporate Governance and Nominating Committee

Marc Y. E. Pelaez, Chair

Joseph J. Corasanti

Wendy F. DiCicco

Howard H. Xia

Thomas E. Mistler

– more –

II-VI Incorporated

November 7, 2014

Page 2

• Subsidiary Oversight Committee

Howard H. Xia, Chair

Thomas E. Mistler

Peter W. Sognefest

Marc Y. E. Pelaez

Joseph J. Corasanti

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

Francis J. Kramer	Chairman and Chief Executive Officer
Vincent D. Mattera, Jr.	President and Chief Operating Officer
Mary Jane Raymond	Chief Financial Officer, Treasurer and Assistant Secretary
James Martinelli	Vice President, Strategic Resources Group
Giovanni Barbarossa	Chief Technology Officer
David G. Wagner	Vice President, Human Resources

About II-VI Incorporated

II-VI Incorporated, a global leader in engineered materials and opto-electronic components is a vertically integrated manufacturing company that develops innovative products for diversified applications in the industrial, optical communications, military, life sciences, semiconductor equipment, and consumer markets. Headquartered in Saxonburg, Pennsylvania, with research and development, manufacturing, sales, service and distribution facilities worldwide, the Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms including integrated with advanced software to enable our customers’ success.

CONTACT:	II-VI Incorporated
	Mary Jane Raymond, Chief Financial Officer, Treasurer and Assistant Secretary
	(724) 352-4455
	maryjane.raymond@ii-vi.com

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