UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported):
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
II-VI Incorporated (the “Company”) held its Annual Meeting of Shareholders on November 12, 2019 (the “Annual Meeting”). As of September 10, 2019, the record date for the Annual Meeting (the “Record Date”), there were 64,360,020 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A total of 55,901,552 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.
At the Annual Meeting, the Company’s shareholders elected Francis J. Kramer, Enrico Digirolamo and Shaker Sadasivam as Class Two Directors to serve until the Company’s 2022 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:
Francis J. Kramer
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 46,605,804 |
1,606,636 |
27,193 |
7,661,919 |
Enrico Digrolamo
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 46,783,525 |
1,416,925 |
39,183 |
7,661,919 |
Shaker Sadasivam
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 46,702,299 |
1,499,654 |
37,680 |
7,661,919 |
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 2019, as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2019 (“Proposal 2”). Proposal 2 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 40,459,974 |
6,993,322 |
786,337 |
7,661,919 |
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, 2020 (“Proposal 3”). Proposal 3 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 54,919,056 |
472,886 |
509,610 |
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SIGNATURE
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 hereunto duly authorized.
| II-VI Incorporated | ||||||
| Date: November 12, 2019 |
By: |
/s/ Mary Jane Raymond | ||||
| Mary Jane Raymond | ||||||
| Chief Financial Officer and Treasurer | ||||||
Document and Entity Information |
Nov. 12, 2019 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | II-VI INC |
| Entity Incorporation State Country Code | PA |
| Entity Address, State or Province | PA |
| Amendment Flag | false |
| Entity Central Index Key | 0000820318 |
| Document Type | 8-K |
| Document Period End Date | Nov. 12, 2019 |
| Entity File Number | 0-16195 |
| Entity Tax Identification Number | 25-1214948 |
| Entity Address, Address Line One | 375 Saxonburg Boulevard |
| Entity Address, City or Town | Saxonburg |
| Entity Address, Postal Zip Code | 16056 |
| City Area Code | (724) |
| Local Phone Number | 352-4455 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, no par value |
| Trading Symbol | IIVI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |