UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| ☒ | Filed by the Registrant |
| ☐ | Filed by a Party other than the Registrant |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
II-VI INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: |
2) Form, Schedule or Registration Statement No.:
| 3) | Filing Party: |
| 4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on November 9, 2018.
| Meeting Information
|
||||||||
| II-VI INCORPORATED |
Meeting Type: Annual Meeting | |||||||
| For holders as of: September 7, 2018 | ||||||||
| Date: November 9, 2018
|
Time: 3:00 PM Local Time
|
|||||||
| Location: 5000 Ericsson Drive | ||||||||
| Warrendale, Pennsylvania 15086
Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/IIVI2018. |
||||||||
|
You are receiving this communication because you hold shares in the company named above. | ||||||
|
|
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). | |||||
|
We encourage you to access and review all of the important information contained in the proxy materials before voting. | ||||||
|
|
See the reverse side of this notice to obtain proxy materials and voting instructions.
| |||||||
|
|
Before You Vote |
|
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||||||||||
| NOTICE AND PROXY STATEMENT FORM 10-K | ||||||||||
| How to View Online: | ||||||||||
|
|
Have the information that is printed in the box marked by the arrow
|
|||||||||
| How to Request and Receive a PAPER or E-MAIL Copy: | ||||||||||
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
||||||||||
| 1) BY INTERNET: www.proxyvote.com | ||||||||||
| 2) BY TELEPHONE: 1-800-579-1639 | ||||||||||
| 3) BY E-MAIL*: sendmaterial@proxyvote.com | ||||||||||
| * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
|
||||||||||
| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 26, 2018 to facilitate timely delivery. |
||||||||||
(located on the following page) and visit: www.proxyvote.com. |
|
How To Vote |
|
Please Choose One of the Following Voting Methods
|
|
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. |
|||||
| Vote By Internet: |
||||||
| Before The Meeting: Go to
www.proxyvote.com. Have the information that is printed in the box marked by the arrow
|
||||||
|
|
During The Meeting: Go to
www.virtualshareholdermeeting.com/IIVI2018. Have the information that is printed in the box marked by the arrow
|
|||||
| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. |
||||||
| Voting Items |
| The Board of Directors recommends you vote FOR the following proposals: |
||||||
| 1. Election of three Class One Directors nominated by the Board of Directors for a three-year term to expire at the annual meeting of shareholders in 2021. |
||||||
| Nominees: |
||||
| 1a. Vincent D. Mattera, Jr. |
||||
| 1b. Marc Y. E. Pelaez |
||||
| 1c. Howard H. Xia |
||||
| 2. Non-binding advisory vote to approve the compensation of the Company’s named executive officers for fiscal year 2018. |
||||
| 3. Approval of the 2018 Qualified Employee Stock Purchase Plan. |
||||
| 4. Approval of the 2018 Omnibus Incentive Plan. |
||||
| 5. 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, 2019.
|
||||
| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
||||
|
|
||||
| Voting Instructions | ||||||||||||||||||||
|
|
||||||||||||||||||||
