UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 1, 2011
II-VI Incorporated
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 0-16195 | 25-1214948 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) | ||
| 375 Saxonburg Boulevard, Saxonburg, Pennsylvania | 16056 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (724) 352-4455
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On April 1, 2011, the Board of Directors (the “Board”) of II-VI Incorporated (the “Company”) appointed Dr. Howard H. Xia to serve as an independent director of the Company in Class One expiring in 2012, although he will stand for election at the Company’s next annual meeting of shareholders in November 2011. As of the time of this filing, the Board does not intend for Dr. Xia to serve on any Board Committee.
In connection with Dr. Xia’s election as a Class One director, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.
SIGNATURES
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 thereunto duly authorized.
| II-VI INCORPORATED (Registrant) | ||||
| Date: April 1, 2011 | By: | /s/ Francis J. Kramer | ||
| Francis J. Kramer President and Chief Executive Officer | ||||
| Date: April 1, 2011 | By: | /s/ Craig A. Creaturo | ||
| Craig A. Creaturo Chief Financial Officer and Treasurer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated April 1, 2011. | |