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COHERENT CORP. 8-K Report, Shareholder Vote Results (Jun 24, 2021)

Filed June 24, 2021For Securities:COHR

Summary

This 8-K filing by COHERENT CORP. (COHR), formerly II-VI Incorporated, announces the results of its Special Meeting of Shareholders held on June 24, 2021. The primary focus was the approval of the Share Issuance Proposal, which is critical for the completion of the merger with Coherent, Inc. and the associated equity investment from Bain Capital LP. The proposal overwhelmingly passed with nearly 99.4% of the votes cast in favor, indicating strong shareholder support for the strategic transaction. With this key shareholder approval secured, the merger between II-VI Incorporated and Coherent, Inc. is now one step closer to completion. The filing also acknowledges the accompanying press release detailing these voting results. Investors should note that while shareholder approval has been obtained, the transaction is still subject to other closing conditions. The filing also reiterates the significant risks and uncertainties associated with the transaction, as previously detailed in the Form S-4 filing and other company reports.

Key Highlights

  • 1Shareholders overwhelmingly approved the Share Issuance Proposal, essential for the merger with Coherent, Inc. and the Bain Capital investment.
  • 2The Share Issuance Proposal received 87,387,888 votes FOR, 589,059 votes AGAINST, and 57,076 ABSTAIN votes.
  • 3The strong shareholder support (approximately 99.4% of votes cast) facilitates the progression of the proposed merger.
  • 4The Adjournment Proposal was not called for a vote as sufficient votes were already secured for the Share Issuance Proposal.
  • 5A joint press release announcing the voting results was issued on June 24, 2021.
  • 6The filing references the comprehensive risk factors previously disclosed in the Form S-4 registration statement and other SEC filings.
  • 7The transaction remains subject to other closing conditions beyond shareholder approval.

Frequently Asked Questions

The main purpose of the Special Meeting was to vote on the Share Issuance Proposal, which is a requirement for the completion of the merger between II-VI Incorporated (now Coherent Corp.) and Coherent, Inc., as well as an equity investment by Bain Capital LP.

Yes, the shareholders overwhelmingly approved the Share Issuance Proposal with a significant majority of the votes cast in favor.

While shareholder approval has been secured, the merger is still subject to other closing conditions that need to be satisfied. The filing also highlights various risks and uncertainties associated with the transaction that have been previously disclosed.

The Adjournment Proposal was not called for a vote because sufficient votes were already cast in favor of the Share Issuance Proposal, making an adjournment to solicit additional proxies unnecessary.