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, 2018 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved both theII-VI Incorporated 2018 Employee Stock Purchase Plan (the “2018 ESPP”) and theII-VI Incorporated 2018 Omnibus Incentive Plan (the “2018 Plan”).
A summary of the 2018 ESPP was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 21, 2018 (the “2018 Proxy Statement”) under the section titled “Approval of the 2018 Employee Stock Purchase Plan (Proposal 3)” and is incorporated herein by reference. The summary of the 2018 ESPP contained in the 2018 Proxy Statement is qualified in its entirety by reference to the full text of the 2018 ESPP, which is filed as Exhibit 10.1 to this Current Report on Form8-K.
A summary of the 2018 Plan was included in the 2018 Proxy Statement under the section titled “Approval of the 2018 Omnibus Incentive Plan (Proposal 4)” 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 10.2 to this Current Report on Form8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) As of September 7, 2018, the record date for the Annual Meeting (the “Record Date”), there were 63,739,579 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A total of 59,767,121shares of the Company’s common stock, or 93.8% 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 Vincent D. Mattera, Jr., Marc Y.E. Pelaez, and Howard H. Xia as Class One Directors to serve until the Company’s 2021 annual meeting of shareholders or until their respective successors are duly elected and qualified (“Proposal 1”). Proposal 1 received the following votes:
Vincent D. Mattera, Jr.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
51,768,204 | | 452,800 | | 389,701 | | 7,156,416 |
Marc Y.E. Pelaez
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
48,421,750 | | 3,423,557 | | 765,398 | | 7,156,416 |
Howard H. Xia
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
51,394,939 | | 824,991 | | 390,775 | | 7,156,416 |
At the Annual Meeting, the Company’s shareholders approved (on anon-binding advisory basis) the Company’s executive compensation paid to named executive officers in the Company’s fiscal year 2018, as disclosed in the 2018 Proxy Statement (“Proposal 2”). Proposal 2 received the following votes:
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