Coherent (COHR) DEFA14A Additional proxy soliciting materials

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)

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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 9, 2020.

	Meeting Information
II-VI INCORPORATED	Meeting Type:	Annual Meeting
	For holders as of:	September 15, 2020
	Date:    November 9, 2020	Time: 3:00 PM Eastern U.S. Time
	Location:   Meeting live via the Internet-please visit
	www.virtualshareholdermeeting.com/IIVI2020.
	The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/IIVI2020 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).

	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                 ANNUAL REPORT TO SHAREHOLDERS

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

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 (located on the following page) in the subject line.

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, 2020 to facilitate timely delivery.

  How To Vote  

Please Choose One of the Following Voting Methods

	Vote By Internet:
	Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
	During The Meeting: Go to www.virtualshareholdermeeting.com/IIVI2020. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
	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 Three Directors nominated by the Board of Directors for a three-year term to expire at the annual meeting of shareholders in 2023.

	Nominees:
	1a.  Joseph J. Corasanti
	1b.  Patricia Hatter
	1c.  Marc Y. E. Pelaez
	2.  Non-binding advisory vote to approve the compensation of the Company’s named executive officers for fiscal year 2020.
	3.  Approval of the Amendment and Restatement of the 2018 Omnibus Incentive Plan to add shares.
	3.  Ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2021.
	NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

	Voting  Instructions