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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

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.

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

(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



                                   Broker Non-
   For        Against    Abstain      Votes
77,115,761   1,715,148   92,034    11,673,118


Patricia Hatter



   For        Against    Abstain   Broker Non-Votes
76,881,629   1,952,363   88,951       11,673,118


Marc Y.E. Pelaez



   For        Against    Abstain   Broker Non-Votes
72,644,503   6,183,342   95,098       11,673,118

--------------------------------------------------------------------------------

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:





   For        Against    Abstain   Broker Non-Votes
75,702,329   3,077,585   143,029      11,673,118

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:





   For        Against    Abstain   Broker Non-Votes
75,485,128   3,304,517   133,298      11,673,118

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:





   For       Against   Abstain   Broker Non-Votes
89,356,129   608,777   631,155          -

Item 8.01. Other Events.

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.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits




10.1      II-VI Incorporated Amended and Restated 2018 Omnibus Incentive Plan
        (incorporated by reference to Exhibit 99.1 to the Registration Statement
        on Form S-8 filed by II-VI Incorporated (File No. 333-249995) on
        November 10, 2020).

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses