Notice & Access Material

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

 

 

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II-VI INCORPORATED

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on November 4, 2011.

 

    II-VI INCORPORATED     Meeting Information      
       

 

Meeting Type:        Annual Meeting

      
        For holders as of: September 2, 2011      
        Date: November 4, 2011    Time: 1:30 PM Local Time      
        Location:   II-VI INCORPORATED      
       

   375 SAXONBURG BLVD.

   SAXONBURG, PA16056

      
     

 

You are receiving this communication because you hold shares in the above named company.

    
 

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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

   
                 
      

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NOTICE AND PROXY STATEMENT        ANNUAL REPORT TO SHAREHOLDERS

 

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— How To Vote —

Please Choose One of the Following Voting Methods

   
                 

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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.

 

     
        

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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:

          
 

 

1.

  

 

Election of three Class Three Directors for a term to expire at the annual meeting of shareholders in 2014.

 

Nominees:

 

1a. Carl J. Johnson

 

1b. Thomas E. Mistler

 

1c. Joseph J. Corasanti

    

5.      Approval of an amendment to the II-VI Incorporated Amended and Restated Articles of Incorporation to amend the business purpose clause to reflect a change in the governing statute under Pennsylvania law;

 

6.      Advisory vote on the Company’s executive compensation;

 

The Board of Directors recommends you vote 1 year on the following proposal:

  
 

 

2.

  

 

Election of one Class One Director for a term to expire at the annual meeting of shareholders in 2012.

 

Nominee:

    

 

7.      Advisory vote on the frequency of future shareholder advisory votes on the Company’s executive compensation; and

  
   

 

2a. Howard H. Xia

      
 

 

The Board of Directors recommends you vote FOR the following proposals:

    

 

The Board of Directors recommends you vote FOR the following proposal:

  
 

 

3.

  

 

Approval of an amendment to the II-VI Incorporated Amended and Restated Articles of Incorporation to increase the number of shares of common stock that are authorized for issuance from 100,000,000 to 300,000,000 shares;

    

 

8.      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, 2012.

  
       

 

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

  
  4.   Approval of an amendment to the II-VI Incorporated Amended and Restated Articles of Incorporation for the adoption of majority voting of directors and the related elimination of cumulative voting in the election of directors in order to effect majority voting;      
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    Voting Instructions     
       
       
       
       
       
       

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