II-VI Incorporated held its annual shareholders meeting this past Friday, November 5, 2004, at Treesdale Golf & Country Club in Gibsonia, Pennsylvania. A standing room only crowd was on hand to vote on three items as well as query the company’s management about II-VI.

Issues considered at this year’s meeting included the election of two directors for terms to expire in 2007. Peter W. Sognefest and Francis J. Kramer were nominated and elected for these positions.

Sognefest has served as a director of II-VI since 1979. Currently, he is president, chief executive officer, and chairman of South East Asia Manufacturing Operations Consultancy (SEAMOC). Kramer has served as a director of the company since 1989. Employed by II-VI since 1983, he has been president and chief operating officer since 1985.

The shareholders approved an amendment to the company’s Articles of Incorporation to increase the number of shares of common stock authorized to be issued from 30 to 100 million shares. The purpose of this amendment was to allow the company to have a sufficient number of shares available for issuance, should the need arise, providing the company with greater flexibility. Corporate purposes for such an issuance could include equity financings, acquisitions, equity compensation plans, shares distribution, and stock splits.

A third and final action approved at the meeting was the ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for Fiscal Year 2005.

The shareholders meeting included a presentation from Steve Sacone, General Manager of the VLOC business unit. VLOC is a world leader in the growth, manufacture, and supply of a wide range of crystals and optical components used in laser and telecommunication systems. One of their largest business areas involves selling components to the solid-state laser industry, filling a niche in this market as a one-stop shop.

During a question and answer session, shareholders were afforded an opportunity to ask a variety of questions of II-VI management.

Mr. Johnson answered a shareholder’s question by saying that II-VI has looked at the gemstone market as a potential avenue of growth but never gone in that direction, believing it demanded a different mindset than the company has.

When asked about the company’s growth possibilities, Mr. Johnson said that II-VI management has a publicly stated commitment to grow both the top and bottom lines by 20% per year. How they execute their plans, he said, will determine whether or not those goals are met.

In regard to the company’s patent policy, II-VI management indicated there has been a change in company thinking on that issue. II-VI previously believed in following a trade secret policy, Mr. Johnson explained. Now, with the company making more advanced products with identifiable features, he said they have become more serious about filing patents. It is something that is becoming much more important to the company, he added.

One of the original investors, Howard Johnson (brother of co-founder Carl Johnson) attended last week’s meeting. Howard Johnson was one of the original 13 investors in the company, and he told the assembled group “it’s been a pleasure for me to watch the company grow.”

Over 200 shareholders and employees attended the meeting, making this the largest such event for the company. There were also displays from each of the six business units of II-VI, ranging from optics to materials, and individuals on hand to discuss them.