Coherent Corp 8-K, filed Aug 16, 2021
Coherent Corp. (COHR)
About this 8-K
Coherent Corp filed this 8-K on August 16, 2021, reporting on events of August 13, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 16, 2021, the Company announced that Francis J. Kramer, the Company’s current Board Chair and former CEO, will transition to Chair Emeritus while continuing as a director, effective immediately following the annual meeting of II-VI shareholders in November, 2021, and that Dr. Vincent D. Mattera, Jr., II-VI’s current Chief Executive Officer and a director, will become Chair of II-VI’s board of directors at that time. Rear Admiral Marc Y.E. Pelaez (retired) will continue to serve as Lead Independent Director on the Company’s Board.
The Company’s press release with respect to this change is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 8.01. | Other Events. |
On August 13, 2021, the Board of Directors of II-VI Incorporated declared a quarterly dividend of $3.00 per share on its 6.00% Series A Mandatory Convertible Preferred Stock (Nasdaq: IIVIP). The quarterly dividend will be payable in cash on October 1, 2021, to all shareholders of record as of the close of business on September 15, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description of Document | |
| 99.1 | Press Release dated August 16, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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 hereunto duly authorized.
| II-VI Incorporated | ||||||
| Date: August 16, 2021 | By: | /s/ Jo Anne Schwendinger | ||||
| Jo Anne Schwendinger | ||||||
| Chief Legal and Compliance Officer | ||||||
Exhibit 99.1
|
PRESS RELEASE | II-VI Incorporated 375 Saxonburg Boulevard Saxonburg, PA 16056 |
II-VI Incorporated Announces Board Chair Succession
PITTSBURGH, August 16, 2021 (GLOBE NEWSWIRE) – II-VI Incorporated (Nasdaq: IIVI) (“II-VI” or the “Company”), a leader in engineered materials and optoelectronic components, today announced that Francis J. Kramer, II-VI’s current Board chair and former CEO, will transition to Chair Emeritus while continuing as a director, effective immediately following the annual meeting of II-VI shareholders in November, 2021, and that Dr. Vincent D. Mattera, Jr., II-VI’s current Chief Executive Officer and a director, will become Chair of II-VI’s board of directors at that time.
“II-VI has a legacy of stable and consistent leadership, and I am pleased that the Board has selected Chuck to succeed me as Chair,” Kramer said. “Chuck has an extensive history and knowledge of the Company and its changing markets, and he is the right person to lead the Company through these significant evolutions, especially during the upcoming integration with Coherent, Inc.”
Mr. Kramer served as II-VI’s President from 1985 to 2007, as President and CEO from 2007 to 2014, and as CEO and Board Chair from 2014 to 2016, and he continued as Board Chair when Dr. Mattera became CEO in 2016. Dr. Mattera becomes the third Chair in the 50-year history of II-VI, having been a member of the II-VI Board from 2000 to 2002, and then joining II-VI as Vice President in 2004 and serving in various management roles, ultimately becoming Chief Executive Officer in 2016.
“I’m honored that the Board has asked me to lead the Company during these exciting times and through these next stages in the Company’s growth,” Dr. Mattera said. “I also especially appreciate the years of service Fran has provided and the strong foundation that he set into place”.
Rear Admiral Marc Y.E. Pelaez (retired) will continue to serve as Lead Independent Director on the II-VI Board, a position he has held since 2014.
About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials and optoelectronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in communications, materials processing, aerospace & defense, semiconductor capital equipment, life sciences, consumer electronics, and automotive markets. Headquartered in Saxonburg, Pennsylvania, U.S.A., the Company has research and development, manufacturing, sales, service, and distribution facilities worldwide. The Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to support our customers. For more information, please visit us at www.ii-vi.com.
| T. 724.352.4455 | ii-vi.com | 1 | |||
|
|
PRESS RELEASE | II-VI Incorporated 375 Saxonburg Boulevard Saxonburg, PA 16056 |
Contact:
Mary Jane Raymond
Chief Financial Officer
investor.relations@ii-vi.com
www.ii-vi.com/contact-us
# # #
| T. 724.352.4455 | ii-vi.com | 2 | |||