Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangement of Certain
           Officers.

On May 29, 2020, Jerry S. Rawls resigned from the Board of Directors of II-VI Incorporated (the "Company"), and all committees thereof, pursuant to the requirement in the Company's Corporate Governance Guidelines that a director tender his or her resignation upon conclusion of the last regularly scheduled Board meeting prior to the director completing his or her 75th year. To the Company's knowledge, Mr. Rawls did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. As a result of Mr. Rawls's resignation, Marc Y.E. Palaez was reassigned by the Board from his position as a Class One director to a position as a Class Three director, effective May 29, 2020.

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