II-VI INC (Form: 8-K, Received: 03/01/2021 08:39:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2021

II-VI Incorporated

(Exact Name of Registrant as Specified in Charter)

PENNSYLVANIA

001-39375

25-1214948

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056

(Address of Principal Executive Offices) (Zip Code)

(724) 352-4455

(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
Common Stock, no par value	IIVI	Nasdaq Global Select Market
Series A Mandatory Convertible Preferred Stock, no par value	IIVIP	Nasdaq Global Select Market

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 February 26, 2021, the Board of Directors of II-VI Incorporated (the “Company”) elected David L. Motley to serve as a member of the Board of Directors, effective immediately. Mr. Motley will serve as a Class Three Director. The Board of Directors has determined that Mr. Motley qualifies as an independent director under Nasdaq listing standards and related rules and regulations of the Securities and Exchange Commission. Mr. Motley has not been appointed to any committees of the Board of Directors at this time.

Mr. Motley, 62, has served as Managing Partner with BlueTree Venture Fund, a venture fund focused on early-stage life science and information technology opportunities, since 2012. Mr. Motley also has served as a partner in DDRC 327 NEGL, LLC, a real estate development company, since 2016 and as Chief Executive Officer and President of MCAPS, LLC, a professional services company providing corporate real estate services and information technology capabilities and services, since January 2018. From 2011 to July 2017, Mr. Motley served as Senior Managing Partner of Headwaters SC, a private equity advisory services company. Mr. Motley also serves on the boards of directors of Deep Lake Capital Acquisition Corp., a blank check company, F.N.B. Corporation, a diversified financial services company, and Koppers Holdings Inc., an integrated global provider of treated wood products, wood treatment chemicals and carbon compounds. Mr. Motley also is a member of the board of directors of SRI International, an independent nonprofit technology research and development organization. Mr. Motley is a Cum Laude graduate of the University of Pittsburgh’s Swanson School of Engineering and a Distinguished Alumni Awardee, a recognition provided to less than one percent of the graduates. Mr. Motley also holds an M.B.A. from the Harvard Business School.

In connection with Mr. Motley’s appointment to the Board of Directors, and consistent with the Board of Directors’ current compensation arrangements for non-employee directors, Mr. Motley will be eligible to receive the Company’s standard annual cash compensation and expense reimbursement for non-employee directors, pro-rated for the remainder of the Company’s 2021 fiscal year. Mr. Motley also will be eligible to receive equity awards as part of the Company’s standard compensation for non-employee directors, as well as reimbursement of expenses.

There were no arrangements or understandings between Mr. Motley and any other person pursuant to which Mr. Motley was selected as a director, and there are and have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Motley that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 26, 2021, the Board of Directors unanimously voted to amend and restate the Company’s corporate Bylaws (the “Bylaws”), effective immediately. The amended and restated Bylaws were the result of a comprehensive review of the Bylaws for the first time in several years. In addition to changes such as rewording provisions for clarity and increasing the use of “plain English,” the amendments add certain other general procedural provisions regarding shareholder meetings which were not previously expressly stated in the Bylaws. A copy of the amended and restated Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On February 26, 2021, the Board of Directors approved and adopted a new Code of Ethical Business Conduct (the “Code”) applicable to all directors, officers and employees of the Company, as well as contractors, consultants, temporary workers, suppliers and other third parties. The Code was approved and adopted by the Board as part of its ordinary course recurrent review of the Company’s codes and policies. The Code establishes basic standards of business practice, as well as professional and personal conduct that are expected of all covered persons. The Code supersedes the Company’s Code of Business Conduct and Ethics previously adopted by the Board (the “Prior Code”). The adoption of the Code did not relate to or result in any waiver, whether explicit or implicit, of any provision of the Prior Code. A copy of the Code is attached hereto as Exhibit 14.1 and incorporated herein by reference.

Item 8.01. Other Events.

On February 26, 2021, the Board of Directors of the Company 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 April 1, 2021, to all shareholders of record as of the close of business on March 15, 2021.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1

Amended and Restated Bylaws of II-VI Incorporated, as amended and restated effective February 26, 2021.

14.1

Code of Ethical Business Conduct of II-VI Incorporated.

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: March 1, 2021	By:	/s/ Jo Anne Schwendinger
		Jo Anne Schwendinger
		Chief Legal and Compliance Officer

Exhibit 3.1

II-VI INCORPORATED (the “Corporation”)

AMENDED AND RESTATED BYLAWS (these “Bylaws”)

February 26, 2021

INTRODUCTION

These Bylaws describe the processes and procedures that govern the Corporation’s internal corporate affairs. Definitions of terms used in these Bylaws appear in footnotes at the bottom of the page where they are used for the first time.

ARTICLE I

SHAREHOLDER MEETINGS

Section 1.01. ANNUAL AND SPECIAL MEETINGS.

(a)	A shareholder meeting must be held each year to elect directors and conduct other business that is properly brought before the meeting in accordance with these Bylaws. No other business may be conducted at an annual meeting.

(b)

The Board Chair¹ or a majority of Board² members may call a special shareholder meeting at any time by making a written request to the Secretary³ that includes the purpose of the meeting. No one else may call a special shareholder meeting. A special shareholder meeting must be held within 60 days after the Secretary receives the request. Only business that is included in the Corporation’s meeting notice, or in a supplement to that notice, may be conducted at a special meeting.

(c)	Shareholder meetings may be held in person or virtually at the date, time and place, and in the manner that the Board designates. In-person meetings can take place inside or outside the Commonwealth of Pennsylvania.

Section 1.02. NOTICE OF SHAREHOLDER MEETINGS.

(a)	Notice of a shareholder meeting must state:

The date, time and place (if held in person) of the meeting,

How shareholders can attend the meeting,

The general nature of the business to be transacted, and

The record date for determining the shareholders entitled to vote at the meeting (if different from the record date for shareholders entitled to notice of the meeting).

(b)	Except in the two cases mentioned below, notice of a shareholder meeting must be given at least five days before the meeting date to each shareholder entitled to vote at the meeting. The notice must be given at least 10 days before the meeting date where a purpose of the meeting is to consider:

A transaction under Chapter 3 of the Code⁴, such as a merger of the Corporation, or

A fundamental change in the Corporation as defined in Chapter 19 of the Code, namely, amending the Articles⁵; the sale, lease, exchange, or other disposition of all, or substantially all, of the Corporation’s assets; or the dissolution or winding up of the Corporation.

¹	“Board Chair” means the chairperson of the Board.

²	“Board” means the Board of Directors of the Corporation.

³	“Secretary” means the secretary of the Corporation, who is an executive officer of the Corporation.

⁴	“Code” means the Pennsylvania Associations Code, as amended and in effect from time to time.

⁵	“Articles” means the Articles of Incorporation of the Corporation, as in effect from time to time.

Section 1.03. ORGANIZATION AND MANNER OF ACTING.

(a)

Shareholders act by voting at a meeting. Each shareholder entitled to vote at a meeting may authorize another Person⁶ to act on the shareholder’s behalf by giving a proxy to the other Person. Every proxy must be authenticated by the shareholder or by the shareholder’s duly authorized attorney-in-fact. Each proxy must be filed with the Secretary or the Secretary’s designated agent. Filing can be done by any means of written or electronic communication, including email.

(b)	No shareholder meeting may take place unless a quorum is present. A quorum is the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on the particular matter.

(c)

The shareholders who are present at a duly organized meeting may continue to do business until the meeting is concluded or adjourned, even if enough shareholders withdraw from the meeting that there is no longer a quorum. If a meeting cannot take place because a quorum is not present, the presiding officer of the meeting, or the shareholders present, may adjourn the meeting to a different time and place (if held in person), as determined by the presiding officer or by the affirmative vote of the shareholders entitled to cast a majority of the votes present, until a quorum is present at the reconvened meeting. When a meeting is adjourned it is not necessary to give notice of the adjourned meeting, or of the business to be transacted, other than by announcement at the meeting at which the decision to adjourn was made. Unless the Board fixes a new record date, each shareholder entitled to notice of and to vote at a meeting will be entitled to notice of and to vote at any adjournment of that meeting. If the Board fixes a new record date for shareholders entitled to vote at the adjourned meeting, the Board must also fix a new record date for notice of the adjourned meeting and give notice of the adjourned meeting to each shareholder of record entitled to vote as of the new record date. Any business that could have been transacted at a meeting as originally noticed may be transacted at an adjourned meeting if a quorum is present at the adjourned meeting.

(d)

Every shareholder of record is entitled to one vote for every share of common stock in the shareholder’s name on the books of the Corporation. Elections of Directors do not need to be conducted by ballot unless a shareholder demands it before voting begins. In each election of Directors, every shareholder entitled to vote has the right to cast one vote for each share of common stock in the shareholder’s name on the books of the Corporation for each candidate, up to the number of Directors to be elected. No shareholder may cumulate votes. Shareholder resolutions are passed, and actions are taken, at a meeting with the affirmative vote of shareholders entitled to cast at least a majority of the votes that all shareholders present at the meeting are entitled to cast, except that certain matters, such as shareholder removal of Directors, amendment of certain provisions of the Articles or these Bylaws relating to Directors, and control share acquisition and interested shareholder transactions, have higher shareholder approval requirements under the Articles or the Code.

(e)

The Board Chair, or in the absence or a vacancy in the position of Board Chair, the Chief Executive Officer or the President, presides at all shareholder meetings. In the absence of those individuals, the Board may designate the presiding officer. If the Board does not designate a presiding officer, the shareholders present at the meeting may designate the presiding officer. The Secretary takes the minutes at all shareholder meetings. If the Secretary is not present, the presiding officer may designate any individual to take the minutes of the meeting. The presiding officer has the power to determine whether a proposed nomination for election to the Board, or any other business, is properly before the shareholders. If a proposed nomination or other business does not comply with these Bylaws, the presiding officer may declare that no action may be taken on that nomination or other business. The presiding officer may adjourn the meeting as the presiding officer determines is in the best interests of the Corporation and its shareholders.

⁶	A “Person” means a natural person or other entity.

(f)

The Board may establish rules and procedures for the conduct of shareholder meetings, which may include the agenda, the order of business, the opening and closing of polls for voting, and when and for how long participants in the meeting may ask questions or make comments. The presiding officer may establish these rules and procedures if the Board has not done so. Meetings are not required to follow rules of procedure or order unless stated by the Board or the presiding officer.

(g)	Shareholders may participate in a shareholder meeting in person, by telephone or other means, as long as all participants can hear one another.

Section 1.04. VOTING LIST. For each shareholder meeting, the Secretary must make, or cause to be made, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of, and the number of shares held by, each shareholder. Except at a meeting at which a judge of election is appointed, the list must be produced and kept open during the meeting and is subject to inspection by any shareholder at any time during the meeting. At a meeting at which a judge of election is appointed, the list is furnished only to the judges of election. In lieu of making a list, the Corporation may make this information available by any other means.

Section 1.05. DETERMINATION OF SHAREHOLDERS OF RECORD. The Board may fix a record date for determining the shareholders entitled to notice of, or to vote at, a shareholder meeting. That record date may not be more than 90 days before the date of the shareholder meeting. Only the shareholders of record on the record date are entitled to notice of, or to vote at, the meeting, without regard to any subsequent disposition or acquisition of shares. The Board may also fix a record date for determining shareholders of record for any other purpose, such as payment of dividends or distributions, or exercise of rights.

Section 1.06. JUDGES OF ELECTION.

(a)

Before a shareholder meeting, the Board may appoint judges of election to act at the meeting or any adjournment. The judges of election do not need to be shareholders, and no one who is a candidate for an office that shareholders are voting on at that meeting may act as a judge. If judges of election are not appointed, the presiding officer may, and on the request of any shareholder or proxy holder must, appoint judges of election at the meeting. The number of judges is one or three. If a shareholder requests the appointment of judges, a majority of shares present and entitled to vote at the meeting will determine whether one or three judges are appointed. If anyone appointed as judge fails to appear or act, the vacancy may be filled by the Board (before the meeting), or by the presiding officer (at the meeting). The judges of election must:

Determine

The number of shares outstanding,

The voting power of each share,

The shares represented at the meeting,

The existence of a quorum, and

The authenticity, validity, and effect of proxies,

Receive votes or ballots,

Hear and determine all challenges and questions about the right to vote,

Count and tabulate all votes and determine the result, and

Take other acts to conduct the election or vote with fairness to all shareholders.

(b)	Judges of election must perform their duties impartially, in good faith, to the best of their ability, and as soon as practicable.

(c)	If there are three judges of election, the act of a majority prevails for all. At the request of the presiding officer or any shareholder or proxy holder, the judges must make a report in writing of any challenge

or question put to them, and provide a certificate stating any fact determined by them. Any report or certificate made by the judges is prima facie evidence of the facts stated therein.

ARTICLE II

NOTICE OF NOMINATIONS AND SHAREHOLDER BUSINESS

Section 2.01. NOMINATIONS AND PROPOSED BUSINESS.

(a)	Director nominations and proposals for business to be considered at a shareholder meeting may only be made by:

The Board or any of its committees,

A shareholder who was a shareholder of record entitled to notice of, and to attend, the meeting, or

A shareholder, pursuant to Rule 14a-8 of the Exchange Act⁷.

(b)

A shareholder must give written notice of a Director nomination or other business proposal to the Secretary at the principal executive offices of the Corporation no earlier than the close of business on the 150th day, and no later than the close of business on the 120th day, before the anniversary date of the preceding year’s annual meeting. The proposal must be a proper matter for shareholder action.

(c)

If the date of the annual meeting is changed by more than 30 days from the first anniversary date of the previous year’s annual meeting, the shareholder’s notice must be delivered no earlier than the close of business on the 120th day before the annual meeting and no later than the close of business on the later of (i) the 90th day before the annual meeting or (ii) the 10th day following the day on which Public Announcement⁸ of the date of the meeting is first made. A Public Announcement of an adjournment or postponement of an annual meeting does not start a new time period for giving notice.

(d)

A shareholder’s notice must be updated and supplemented, if necessary, so that the information provided in the notice is true and correct as of the record date for the meeting and as of the date that is 10 business days before the meeting or any adjournment or postponement of the meeting. An update or supplement must be delivered to the Secretary at the principal executive offices of the Corporation no later than (i) five business days after the record date for the meeting in the case of an update and supplement required to be made as of the record date, and (ii) eight business days before the date of the meeting, or any adjournment or postponement of the meeting, in the case of an update and supplement required to be made as of 10 business days before the meeting or any adjournment or postponement of the meeting.

(e)	Each shareholder’s notice to the Secretary must include the following:

(i) As to each Proposing Person⁹:

⁷	“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

⁸

“Public Announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

⁹	“Proposing Person” means:

(1) The shareholder providing the notice of nomination or business proposed to be brought before an annual or special shareholder meeting,

(2) The other Beneficial Owner(s) of any of the shares listed in the notice, if the shareholder providing the notice is not the sole Beneficial Owner of all the shares listed in the notice,

(A)

The Proposing Person’s name and address,

(B)

The class or series and the number of shares owned of record or Beneficially¹⁰ by the Proposing Person,

(C)

A description of the items listed below. References below to ownership, rights or other interests include those held directly or indirectly, and also include any interests held by members of the Proposing Person’s immediate family sharing the same household. The description must include a statement of whether the interest is directly or indirectly held. References in these Bylaws to “shares” and “capital stock” are references to shares and capital stock of the Corporation.

The Proposing Person’s ownership in shares or any Derivative Instrument¹¹,

Any proxy, Agreement¹², or relationship that gives the Proposing Person a right to vote shares,

The Proposing Person’s ownership of any Short Interests¹³,

The Proposing Person’s rights to dividends that are separated or separable from the underlying shares,

Any proportionate interest in shares or Derivative Instruments owned by a general or limited partnership in which the Proposing Person owns an interest,

Any performance-related fees (other than an asset-based fees) that the Proposing Person is entitled to that are based on increases or decreases in the value of shares or Derivative Instruments as of the date of the notice,

(3) Any Affiliate or Associate of the notifying shareholder or Beneficial Owner, and

(4) Any other person with whom the notifying shareholder or Beneficial Owner (or any of their respective affiliates or associates) is acting in concert.

¹⁰

A person is deemed a “Beneficial Owner” of, and to “Beneficially Own,” (A) securities or interest that that person or any of that person’s “affiliates” or “associates” (within the meaning of Rule 12b-2 under the Exchange Act), directly or indirectly, has the right to acquire (whether that right is exercisable immediately or only after the passage of time) pursuant to any Agreement (whether or not in writing), or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; and (B) securities or interest of which that person, or any of that person’s affiliates or associates, is a “Beneficial Owner” within the meaning of Rule 13d-3 under the Exchange Act.

¹¹	“Derivative Instrument” means any:

Option, warrant, convertible security, stock appreciation right, or similar right that has an exercise or conversion privilege, or a settlement payment or mechanism, at a price related to shares,

Derivative or synthetic arrangement having the characteristics of a long position in shares,

Contract, derivative, swap or other transaction designed to produce economic benefits and risks that correspond substantially to the ownership of shares, whether or not subject to settlement in the underlying shares, or

Other direct or indirect opportunity to profit or share in profit derived from an increase or decrease in the value of shares.

¹²	“Agreement” means an agreement, contract, arrangement or understanding.

¹³

“Short Interest” means any Agreement, relationship or otherwise, including any repurchase or so-called “stock borrowing” Agreement, engaged in, directly or indirectly, by a Proposing Person, (1) the purpose or effect of which is to mitigate loss, reduce the economic risk of ownership of any class or series of the shares of the Corporation, manage the risk of share price changes, or increase or decrease the voting power, as to the Proposing Person, with respect to any class or series of the shares of the Corporation, or (2) which provides, directly or indirectly, the opportunity to profit or share in any profit derived from a decrease in the price or value of any class or series of the shares of the Corporation.

Any significant equity interests, Derivative Instruments or Short Interests that the Proposing Person holds in a principal competitor of the Corporation,

Any interest of the Proposing Person in an Agreement with the Corporation, affiliate of the Corporation or principal competitor of the Corporation,

All Agreements between the Proposing Person and any other Person in connection with the nomination or other business proposal,

(D)

A representation that the Proposing Person is entitled to vote at the meeting, and intends to appear in person or by proxy to propose the nomination or other business,

(E)

A statement as to whether the Proposing Person intends, or is part of a group that intends, to (a) deliver a proxy statement or form of proxy to holders of at least the percentage of the capital stock required to approve or adopt the proposal or elect the nominee, or (b) solicit proxies or votes from shareholders in support of the proposal or nomination, and

(F)

Any other information relating to the Proposing Person, and the nomination or proposal, that would be required to be disclosed in filings made in connection with solicitations of proxies in a contested election pursuant to Section 14 of the Exchange Act.

(ii)

If the notice relates to business other than nomination of a Director, the shareholder’s notice must also include:

(A)

A brief description of the business desired to be brought before the meeting, the reasons for conducting that business at the meeting, and any material interest of the shareholder in that business,

(B)

The text of the proposal (including the text of any resolutions proposed for consideration), and if the proposal is to amend the Bylaws of the Corporation, the language of the proposed amendment, and

(C)

The reasons for the proposal and any material interest of the Proposing Person in the proposal (whether by holdings of securities, by virtue of being a creditor or contractual counterparty of the Corporation or of a third party, or otherwise).

(iii)

If the Proposing Person wants to nominate someone for election to the Board, the shareholder’s notice must also include:

(A)

All information relating to the nominee that would be required to be disclosed in filings required in connection with solicitations of proxies for election of Directors in a contested election pursuant to Section 14 of the Exchange Act (including the nominee’s written consent to being named as a nominee and to serving as a Director if elected), and

(B)

A description of all direct and indirect compensation, material monetary arrangements, and any other material relationships during the past three years between:

The Proposing Person, and

Each proposed nominee, nominee’s affiliates and associates, or others acting in concert with the nominee,

including all information that would be required to be disclosed pursuant to Rule 404 under Regulation S-K if the Proposing Person were the “registrant” and the nominee were a Director or executive officer of the registrant; and

(iv)

With respect to each Person the Proposing Person proposes to nominate, the notice must also include a completed and signed questionnaire, representation and agreement required by Section 2.01(h) below. The Corporation may require a proposed nominee to furnish other information to determine the eligibility of the proposed nominee.

(f)

The notice requirements of this Article II are satisfied respect to a proposal that is not a nomination if the Proposing Person notifies the Corporation of the intention to present a proposal at an annual meeting in compliance with Exchange Act rules and regulations and the proposal has been included in a proxy statement prepared by the Corporation to solicit proxies for the annual meeting.

(g)	Only business that is included in the Corporation’s meeting notice (including any supplement to that notice) will be conducted at a special shareholder meeting. However, Director nominations may be made at a special shareholder meeting at which Directors are to be elected:

(i)

By or at the direction of the Board or any Board committee, or

(ii)

By a shareholder who is entitled to vote as of the time the meeting notice is delivered to the Secretary, and who complies with the notice procedures set forth in this Article II.

(h)

If the Corporation calls a special shareholder meeting to elect a Director, any shareholder entitled to vote in that election may nominate a Director candidate. The shareholder must deliver notice to the Secretary at the Corporation’s principal executive offices no earlier than the close of business on the 120th day before the special meeting and no later than the 10th day following the day on which Public Announcement of the special meeting is first made. A Public Announcement of an adjourned or postponed special meeting does not commence a new notice period.

(i)	To be eligible to be a Director, a nominee must deliver all of the following to the Secretary at the principal executive offices of the Corporation by the deadline for the relevant shareholder notice:

(i)

A written questionnaire, in a form that the Secretary will provide upon written request, containing the background and qualifications of the nominee and the background of the nominating party, and

(ii)

A written representation and agreement, in a form that the Secretary will provide upon written request, that the nominee:

(A)

Is not and will not become a party to (1) any Voting Commitment¹⁴, the details of which have not been disclosed to the Corporation, or (2) any Voting Commitment that could limit or interfere with the nominee’s ability to comply, if elected as a Director, with a Director’s fiduciary duties under applicable law,

(B)

Is not and will not become a party to an Agreement with a Person other than the Corporation concerning direct or indirect compensation, reimbursement or indemnification in connection with service as a Director,

(C)

If elected, the Director nominee would comply with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation, including these Bylaws, and

(D)

Will provide a conditional resignation in accordance with the Corporation’s resignation policy regarding majority voting, the form of which will be provided by the Secretary upon written request.

(j)	Only individuals who are properly nominated are eligible to be elected as Directors at a shareholder meeting. Similarly, only business that is properly proposed may be conducted at a shareholder meeting.

(k)

In addition to the requirements in this Article II, a shareholder must also comply with all Exchange Act requirements. Nothing in these Bylaws affects rights of (A) shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or (B) the holders of any series of preferred stock to elect Directors under specified circumstances. Subject to Rule 14a-8 under the Exchange Act, nothing in these Bylaws gives any shareholder the right to include or have disseminated or described in the Corporation’s proxy statement any Director nomination or any other business proposal.

¹⁴ “Voting Commitment” means any Agreement with any person or entity on how the nominee, if elected as a Director, will act or vote on any issue.

(l)

Unless otherwise required by law, if a shareholder (or a Qualified Representative¹⁵) does not appear at the shareholder meeting to present a nomination or proposed business, that nomination or proposal will be disregarded and not be acted on even though proxies for the vote on that matter may have been received by the Corporation.

ARTICLE III

DIRECTORS

Section 3.01. NUMBER; CLASSIFICATION. The number of Directors must be at least five and not more than 11. The Board sets the exact number of Directors by resolution adopted by a majority of the entire Board. The Board is divided into three classes in respect to term of office. Each class must be as nearly equal as possible in number of Directors. Directors must be natural persons who are at least 18 years of age. Directors do not need be residents of Pennsylvania or shareholders of the Corporation.

Section 3.02. ELECTION AND TERM OF OFFICE.

(a)

An individual who is validly nominated to serve as a Director will be elected to the Board at a shareholder meeting if the votes cast for that nominee exceeds the votes cast against that nominee. However, if the number of nominees exceeds the number of Directors to be elected, then the nominees receiving the highest number of votes are the ones who are elected, up to the total number of Directors to be elected. For purposes of this Section 3.02, a majority of the votes cast means that the number of shares voted “FOR” a nominee exceeds the number of votes cast “AGAINST” that nominee; abstentions are not counted as votes cast.

(b)	Upon nomination as a Director, each candidate must submit to the Board an irrevocable conditional resignation from the Board that is effective if the nominee is not elected and the Board accepts the resignation.

(c)	If a nominee fails to be elected at a shareholder meeting where the number of nominees does not exceed the number of Directors to be elected, then:

If that nominee is not an incumbent Director, that nominee is not elected and will not take office, and the Board may fill the vacancy pursuant to Section 3.10, or decrease the size of the Board pursuant to Section 3.01, and

If that nominee is an incumbent Director, the incumbent continues as a Director until the ESG Committee¹⁶ makes a recommendation to the Board whether to accept or reject the conditional resignation delivered by the incumbent Director pursuant to this Section 3.02 and the Board accepts the resignation.

(d)

Within 90 days after certification of the election results, the Board must act on the incumbent Director’s tendered resignation, taking into account the ESG Committee’s recommendation, and publicly disclose its decision and rationale. The Board’s explanation of its decision must be promptly disclosed on a Form 8-K. No affected incumbent Director may participate in the recommendation of the ESG Committee or the decision of the Board with respect to that Director’s resignation. If the resignation is not accepted by the Board, the incumbent Director will serve until the expiration of the

¹⁵

To be considered a “Qualified Representative” of a shareholder, a person must be a duly authorized officer, manager or partner of that shareholder, or must be authorized by a writing or electronic transmission executed or delivered by the shareholder, to act for the shareholder as a proxy at the shareholder meeting, and must produce that writing at the shareholder meeting.

¹⁶	“ESG Committee” means the Environmental, Social Responsibility and Governance Committee of the Board, as it exists and may be renamed from time to time.

Director’s term and until a successor is duly elected, or the Director’s earlier death, resignation or removal. If the resignation is accepted by the Board, the Board may fill the resulting vacancy pursuant to Section 3.10 or may decrease the size of the Board pursuant to Section 3.01.

(e)	In considering whether to accept an incumbent Director’s resignation, the ESG Committee and the Board may consider all facts and circumstances they deem appropriate.

(f)	Each class of Directors holds office for a term of three years, and until the directors’ successors have been selected and qualified, with the term of office of one class expiring in each year so that, as nearly as possible, one-third of the number of Directors are elected annually.

Section 3.03. THE BOARD CHAIR. The Board Chair, if any, is elected from among the Directors, presides at the meetings of the shareholders and of the Board, and exercises the other powers specified by these Bylaws. The Board Chair holds office until the Board meeting that most closely coincides with the next annual shareholder meeting, and thereafter until a successor is duly elected and qualified, or until that individual’s death, resignation or removal as a Director or as Board Chair.

Section 3.04. ORGANIZATION MEETING OR ANNUAL MEETING; NOTICE. An annual meeting of the newly elected Board must be held each year promptly after, and at the same place (if held in person) as, the annual meeting of the shareholders. At the meeting, the Board will organize itself (including electing the Board Chair and making committee assignments), elect the executive officers of the Corporation, and may transact any other business. No notice of the meeting or of the business to be transacted is required.

Section 3.05. REGULAR MEETINGS; NOTICE. Regular meetings of the Board are held at the time, place and manner the Board designates. Notice of regular meetings is not required.

Section 3.06. SPECIAL MEETINGS.

(a)	The Board, the Board Chair or any Director may call a special meeting of the Board at any time. The individual calling a special meeting must provide a notice of the special meeting that states:

the date, time and place (if held in person) of the meeting,

how Directors can attend the meeting, and

the purpose of the meeting.

(b)	Oral, written or electronic notice must be given to each Director at least one hour before a special meeting. The Board may transact any business at a special meeting, including business not included in the notice.

Section 3.07. ORGANIZATION AND MANNER OF ACTING.

(a)

No Board meeting may take place unless a quorum is present. A quorum is the presence of a majority of the Directors in office. If a quorum is not present, a majority of the Directors present may adjourn the meeting. Notice of the time and place of the adjourned meeting must be given to any Director who was not present at the initial meeting at least one day before the date of the adjourned meeting. The act of a majority of the Directors present at a meeting at which a quorum is present, including at any adjourned meeting, is an act of the Board.

(b)

The Board Chair, or in the Chair’s absence or a vacancy in the position of Board Chair, any Director who is elected by a majority of the Directors present may preside at a Board meeting. The Secretary takes the minutes at all meetings of the Board. If the Secretary is not present, the presiding officer may designate someone to take the minutes.

Section 3.08. RESIGNATIONS. Any Director may resign by delivering a resignation letter to the Board Chair, to the Chief Executive Officer, or to the President. The Director’s resignation will be effective when it is

received, unless the resignation specifies a later time. In addition, the Director’s resignation does not need to be accepted to make it effective, unless the resignation specifies that it needs to be accepted.

Section 3.09. REMOVAL OF DIRECTORS.

(a)

By Action of the Shareholders. The shareholders may remove the entire Board, a class of the Board, or any individual Director at any time, with or without cause, by the affirmative vote of two-thirds of the outstanding shares entitled to vote on the election of Directors or a class of Directors. If a Director is removed at a shareholder meeting, a replacement Director may be elected at the same meeting. Unless the shareholders remove the entire Board or a class of the Board, only one Director may be removed at a time.

(b)	By Action of the Directors. The Board may remove and declare vacant the office of a Director:

If the Director is declared of unsound mind by a court order,

If the Director is convicted of a felony,

If the Director does not, within 60 days after notice of election, accept the office in writing or by attending a meeting of the Board, or

For any other proper cause.

(c)	Other Removal. This Section 3.09 is not exclusive of any provision of law authorizing the removal of the Board, a class of the Board, or an individual Director.

Section 3.10. VACANCIES. If a Board seat becomes open for any reason, including an increase in the total number of Directors, a majority of the remaining Directors (even if less than a quorum) may fill the vacancy. Each individual elected to fill a vacancy that does not result from an increase in the total number of Directors will serve for the same term that the predecessor would have served. Each individual who is elected to fill a newly created Board seat will serve for a term determined by the Board, which may not exceed the term set forth in Section 3.02(f). The remaining Directors may fill a vacancy in any class of the Board with an existing Director of any other class who consents to that election. Consent is deemed to be a simultaneous resignation from the Director’s former class.

Section 3.11. COMPENSATION. The Board may determine the compensation Directors receive for service as a Director. Receiving compensation for service as a Director does not preclude serving the Corporation in another capacity and receiving compensation for that service.

Section 3.12. CONSENT OF DIRECTORS IN LIEU OF MEETING. Any action that Directors may take at a meeting may be taken without a meeting by a unanimous written consent that is filed with the Secretary. Unanimous written consents must be signed or otherwise authenticated (which may take the form of an email or other electronic communication) by all Directors who are in office on the date that the first consent is signed.

Section 3.13. PRESUMPTION OF ASSENT.

(a)	A Director who is present at a meeting at which the Board takes action is presumed to have assented to the action unless:

The Director’s dissent is entered in the minutes of the meeting,

The Director files a written dissent with the secretary of the meeting before the meeting adjourns, or

The Director sends a written dissent by registered mail to the Secretary immediately after the meeting adjourns.

(b)	A Director who votes in favor of any action may not later dissent from the action.

Section 3.14. ELECTRONIC MEETINGS. Directors may participate in a regular or special meeting of the Board or a committee of the Board by telephone or other means, as long as all participants can hear and speak with one another.

Section 3.15. COMMITTEES OF THE BOARD.

(a)	The Board may designate one or more committees, and each committee must consist of one or more Directors. Each committee has and may exercise the authority of the Board, to the extent specified by the Board and consistent with the Code.

(b)

The Board may designate a Director as an alternate committee member to replace a committee member who is absent from, or disqualified from voting at, a committee meeting. In addition, the committee members may themselves appoint an alternate committee member by a unanimous vote, even if less than quorum.

(c)	An action that committee members may take at a meeting may be taken by unanimous written consent (which may take the form of an email or other electronic communication) that is filed with the Secretary.

Section 3.16. COMMITTEE RULES. Each Board committee may make rules for the conduct of its business. A quorum at a committee meeting is a majority of the committee members. The act of a majority of the committee members present at a meeting at which a quorum is present is an act of the committee. Each committee will conduct its business, as nearly as possible, in the same manner as the Board conducts its business pursuant to these Bylaws.

ARTICLE IV

OFFICERS AND EMPLOYEES

Section 4.01. EXECUTIVE OFFICERS.

(a)	The following are the executive officers of the Corporation:

Chief Executive Officer,

President,

Secretary, and

Treasurer.

(b)	The Board may also designate other positions as executive officer positions.

(c)

The Board elects executive officers annually at the Board meeting that most closely coincides with the annual shareholder meeting, or any other time the Board determines. Each executive officer holds office until the following annual shareholder meeting, and after that until a successor is elected and qualified, or until death, resignation or removal. Any two or more offices may be held by the same individual.

Section 4.02. REMOVAL. An executive officer elected or appointed by the Board may only be removed by the Board, when in the Board’s judgment removal would be in the best interests of the Corporation. Removal will not prejudice any executive officer’s contract rights.

Section 4.03. ADDITIONAL AND ASSISTANT OFFICERS, AGENTS AND EMPLOYEES.

(a)

The Board may appoint other officers, assistant officers, employees, agents, and independent contractors. The CEO and the President may appoint employees, agents and independent contractors. Other executive officers may appoint employees, agents and independent contractors to assist them in the performance of their duties and powers. The body or individual who makes the appointment prescribes the appointee’s employment terms, including duties, powers and compensation. In this

Section, “appointment authority” or “authority to appoint” includes the power to appoint and the power to set employment terms.

(b)

The Board may delegate its authority to appoint employees, agents and independent contractors (but not officers or assistant officers) to the Chief Executive Officer. Unless specifically prohibited by the Board, the Chief Executive Officer and the President may delegate their appointment authority to any other executive officer. No other appointment authority may be delegated or sub-delegated.

(c)

The Board may dismiss anyone it or anyone else at the Company appoints. The Chief Executive Officer may dismiss anyone except a Board appointee. The President may dismiss anyone except an appointee of the Board or of the Chief Executive Officer. Other executive officers may dismiss their own appointees. Dismissal does not prejudice the contract rights of any individual.

Section 4.04. CHIEF EXECUTIVE OFFICER. Subject to the control of the Board, the Chief Executive Officer has management and supervision over, and exercises general executive powers concerning, all the property, business and affairs of the Corporation. The Chief Executive Officer has general management and supervision over all other officers, including the President. The Chief Executive Officer has the power to execute deeds, bonds, mortgages, Agreements and instruments by and on behalf of the Corporation. The Chief Executive Officer may suspend the powers or duties of any officer, agent, employee or agent elected or appointed by the Board until a time when the Board may consider whether to dismiss that person, if the Chief Executive Officer determines, in good faith, that emergency circumstances require the suspension. The Chief Executive Officer will promptly notify the Board of any suspension, along with the reasons.

Section 4.05. THE PRESIDENT. The President, under the direction of the Chief Executive Officer, is responsible for the operation of the Corporation. The President must carry out the policies, programs, orders and resolutions adopted or approved by the Chief Executive Officer or the Board. The President may have other powers, and performs other duties assigned or delegated by the Chief Executive Officer or the Board. At the request, or in the absence or disability, of the Chief Executive Officer, the President has and exercises the powers and duties of the Chief Executive Officer.

Section 4.06. THE SECRETARY. The Secretary:

Keeps or causes to be kept (i) an original or duplicate record of the proceedings of the shareholders and the Board, and (ii) a copy of the Articles and these Bylaws;

Attends to giving the notices required by law or these Bylaws;

Is custodian of the Corporation’s records, Agreements, policies, leases, deeds and other indicia of title, and the seal of the Corporation;

Determines which documents require the seal to be affixed;

Has charge of and keeps an original or duplicate share register, to the extent not maintained by a transfer agent on behalf of the Corporation, giving the names of shareholders in alphabetical order, and showing their respective addresses, the number and classes of shares held by each, the number and date of certificates issued for the shares, and the date of cancellation of every certificate surrendered for cancellation;

Has all powers of, and may perform all duties incident to, the office of Secretary; and

Has other powers and duties prescribed by the Board, the Chief Executive Officer, or the President.

Section 4.07. THE TREASURER. The Treasurer:

Is custodian of the Corporation’s tax and accounting records and financial documents;

Sees that the financial books, reports and statements, tax returns, and other finance-related documents and records required by law are properly prepared and kept;

Is the principal officer in charge of tax and financial matters and of the accounting of the Corporation;

Has charge and custody of and is responsible for the Corporation’s funds, securities, and investments;

May receive, endorse for collection and give receipts for checks, notes, obligations, funds and securities of the Corporation;

May deposit moneys and other valuable effects in the name of and to the credit of the Corporation, in the depositories that the Board designates;

Causes to be kept appropriate, complete and accurate books or records of account of the Corporation’s business and transactions;

Renders to the Chief Executive Officer, the President and the Board, when and as required, (i) an account of all transactions as Treasurer, and (ii) a report as to the financial position and operations of the Corporation;

Has all powers of, and may perform all duties incident to, the office of Treasurer; and

Has other powers and duties prescribed by the Board, the Chief Executive Officer, or the President.

Section 4.08. VACANCIES. Any vacancy in an office or position by reason of death, resignation, removal, disqualification or otherwise must be filled as provided in this ARTICLE III.

Section 4.09. DELEGATION OF DUTIES. The Board may, for any reason including absence, temporarily delegate an executive officer’s powers and duties to any other individual.

Section 3.10. COMPENSATION. Executive officer compensation is determined from time to time by, or pursuant to formulas or methods approved by, the Board. Compensation of other officers the Board appoints is determined by the Board, which may delegate that responsibility to one or more executive officers. No officer is prevented from receiving salary or other compensation by reason of the fact that the individual is also a Director.

ARTICLE V

SHARES OF CAPITAL STOCK

Section 5.01. SHARE CERTIFICATES.

(a)

All classes and series of shares of capital stock of the Corporation are represented by stock certificates, or are uncertificated shares, as determined by the Board. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares, and the rights and obligations of the holders of certificates representing shares, of the same class and series shall be identical. If a class or series of shares is represented by stock certificates, each shareholder of that class or series is entitled to request and receive a physical share certificate. Stock certificates, if used by the Corporation, must be consecutively numbered and in a form required by law and determined by the Board. Each stock certificate represents and certifies the number of shares of stock owned by the shareholder.

(b)	Each stock certificate must be signed by:

The Board Chair, the Chief Executive Officer or the President, and

The Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer.

(c)

Any signature may be a facsimile if the certificate is signed by a transfer agent or a registrar. If a Person who signs a stock certificate ceases to be a director, officer, transfer agent, or registrar, before the Corporation issues the certificate, the certificate may still be adopted by the Corporation and be issued as though the stock certificate were properly executed.

Section 5.02. TRANSFERS OF SHARES. Share transfers will be recorded when the Corporation, or a transfer agent or registrar designated by the Corporation, receives proper evidence of transfer and any certificates for the transferred shares are surrendered. No transfer of shares is valid as against the Corporation until the transfer has been entered in the share records of the Corporation by an entry that shows from and to whom the shares were transferred. Certificates for transferred shares must be cancelled before a new certificate or uncertificated shares will be issued. Each surrendered stock certificate must be properly endorsed by the registered shareholder or by the shareholder’s assignee or legal representative. If endorsed by the shareholder’s assignee or legal representative, that Person must provide proper evidence of succession, assignment or authority to transfer. The Board may appoint one or more transfer clerks, transfer agents and registrars and may require share certificates to bear the signature or signatures of any of them.

Section 5.03. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The Corporation may issue new share certificates to replace lost, stolen, destroyed or mutilated certificates upon conditions that the Board determines. The Corporation may also require the holder of a lost, stolen, destroyed or mutilated certificate to give the Corporation an indemnity or to post a bond to protect the Corporation or any transfer agent or registrar.

Section 5.04. REGULATIONS RELATING TO SHARES. The Board may make rules and regulations that are consistent with these Bylaws regarding the issuance, transfer and registration of share certificates.

Section 5.05. HOLDERS OF RECORD. The Corporation must treat the holder of record of any share of stock of the Corporation as the holder and owner in fact of that share for all purposes. The Corporation is not required to recognize any claim to or right in that share by any other Person.

ARTICLE VI

MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS

Section 6.01. SIGNATURES ON NOTES, CHECKS, ETC. All properly authorized notes, bonds, drafts, acceptances, checks, endorsements (other than for deposit), guarantees, and evidences of indebtedness of the Corporation must be signed in the manner, and subject to the requirements and conditions, established by the Board.

Section 6.02. EXECUTION OF INSTRUMENTS GENERALLY. Except as provided in Section 6.01, each executive officer of the Corporation may execute and deliver all properly authorized deeds, mortgages, Agreements and other instruments requiring execution by the Corporation. In addition, the Board may authorize other individuals to sign these documents.

Section 6.03. VOTING SECURITIES OWNED BY CORPORATION. Unless the Board provides otherwise, the Chief Executive Officer, the President or any other executive officer may vote the securities of any other entity held by the Corporation. An individual authorized to vote securities has the power to appoint proxies, with general power of substitution.

ARTICLE VII

AMENDMENT OF BYLAWS

Section 7.01. AMENDMENT.

(a)	These Bylaws may be amended or repealed, and new Bylaws may be adopted, by:

The affirmative vote of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast, or

The vote of a majority of the entire Board, at any regular or special meeting.

(b)	In each case, notice of the specific provision proposed to be changed must be given to the shareholders or to the Directors, as the case may be. No provision of these Bylaws vests any property right in a shareholder or anyone else.

(c)	In addition, any amendment or repeal of a provision of these Bylaws relating to the number of Directors, the classification of Directors, or the filling of vacancies on the Board must be approved by:

The affirmative vote of shareholders entitled to cast at least two-thirds of the votes that all shareholders are entitled to cast, or

The unanimous vote of the entire Board.

Section 7.02. CERTAIN AMENDMENTS. Notwithstanding Section 7.01, the Board may not adopt or change a Bylaw on any subject that is committed expressly to the shareholders by Section 1504(b) of the Code.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. OFFICES. The registered office of the Corporation must be within the Commonwealth of Pennsylvania. The Board may change the address of the registered office. The principal executive offices of the Corporation do not need to be the same as the registered office, and the principal executive offices may be inside or outside of the Commonwealth of Pennsylvania. The Corporation may also have additional offices and places of business inside or outside of the Commonwealth of Pennsylvania.

Section 8.02. CORPORATE SEAL. The Board must prescribe the form of a corporate seal containing the full name of the Corporation and the year and state of incorporation.

Section 8.03. FISCAL YEAR. The fiscal year of the Corporation is fixed by resolution of the Board.

Section 8.04. FINANCIAL REPORTS TO SHAREHOLDERS. The Board may determine whether financial reports are sent to shareholders, what the reports contain, and whether they are audited or accompanied by the report of an independent or certified public accountant.

Section 8.05. INSPECTION OF CORPORATE RECORDS.

(a) Each shareholder has a right, during usual business hours and for any proper purpose, to examine (in person or by an agent or attorney), and make copies of or extracts from, the share register, books and records of account, and records of the proceedings of the shareholders and Directors.

(a)	For purposes of this Section 8.05, a “proper purpose” means a purpose that is reasonably related to the Person’s interest as a shareholder, as determined in accordance with Pennsylvania law.

(b)	Any shareholder may exercise the right to inspect by delivering a written demand, verified under oath, to the Corporation at its registered office or principal executive offices. The demand must state the

purpose of the demand. If an attorney or other agent is the Person who seeks the right to inspection on behalf of a shareholder, the demand must be accompanied by a power of attorney or other written proof of authorization. The demand must be directed to the Secretary at the Corporation’s registered office or principal executive offices.

Section 8.06. INTERESTED PARTIES; QUORUM.

(a)	No Interested Party Transaction¹⁷ is void or voidable solely because it is an Interested Party Transaction, or because the interested Director or executive officer is present at or participates (including by vote) in the Board meeting that authorizes the Interested Party Transaction, as long as:

The material facts about the interested Person’s relationship or interest, and about the Agreement or transaction, are disclosed to the Board, and the Board authorizes the Agreement or transaction by a sufficient vote without counting the vote of any interested Director; or

The material facts about the interested Person’s relationship or interest and about the Agreement or transaction are disclosed to the shareholders entitled to vote on the matters, and the Agreement or transaction is approved in good faith by vote of the shareholders; or

The Agreement or transaction is fair to the Corporation as of the time it is authorized, approved or ratified by the Board or the shareholders.

(b)	Interested Directors may be counted in determining the presence of a quorum at a Board meeting that authorizes an Interested Party Transaction.

Section 8.07. NOTICES; WAIVER OF NOTICE.

(a)

Notice. When notice must be given to a particular Person, it may be given to that Person by hand delivery, by sending a copy through the mail or by using a courier service, or by electronic transmission. It must be sent with any charges prepaid, to the intended recipient’s mailing address or email address that appears on the books of the Corporation, or to the address that the intended recipient provides to the Corporation for the purpose of notice. If notice is:

Sent by mail, it is deemed given when deposited in the mail.

Hand delivered or sent using a courier service, it is deemed given when delivered to the intended recipient.

Sent by email, it is deemed given when sent to the email address of the intended recipient, as long as the sender does not receive notice that the email was not delivered.

Each notice must specify the date, time and place of the meeting, event or deadline for action. Except with respect to special shareholder meetings, the purpose of the meeting and the business to be transacted at the meeting need not be included in the notice.

(b)

Waiver. When notice must be given to a particular Person, that Person may waive notice in writing (including email) before or after the time notice was required to be given. A written waiver is the equivalent of giving notice. Except with respect to special shareholder meetings, the purpose of the meeting and the business to be transacted at the meeting need not be included in the waiver.

(c)

Attendance Constitutes Waiver. If a Person attends a meeting in person (or by proxy in the case of a shareholder), that attendance constitutes a waiver of notice of the meeting, unless the Person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

¹⁷	“Interested Party Transaction” means an Agreement:

Between the Corporation and a Director or executive officer of the Corporation; or

Between the Corporation and any other Person in which either (i) a Director or executive officer of the Corporation serves as a director or officer of the other Person, or (ii) a Director or executive officer of the Corporation has a financial interest.

Section 8.08. CONFLICT WITH APPLICABLE LAW OR ARTICLES OF INCORPORATION. Unless the context requires otherwise, the general provisions, rules of construction, and definitions of the Code govern the construction of these Bylaws. These Bylaws are adopted subject to any applicable law and the Articles. If a provision of these Bylaws conflicts with an applicable law or the Articles, that conflict is resolved in favor of that law or the Articles.

Section 8.09. INVALID PROVISIONS. If a provision of these Bylaws is held by a court to be invalid or unenforceable, that provision is automatically deemed to be modified to the minimum extent necessary to make it valid and enforceable. The validity and enforceability of all other provisions are not affected.

ARTICLE IX

INDEMNIFICATION

Section 9.01. STANDARD OF CARE AND JUSTIFIABLE RELIANCE.

(a)

Each Director stands in a fiduciary relation to the Corporation and must perform all duties as a Director and as a Board committee member in good faith, in a manner the Director reasonably believes to be in the best interests of the Corporation, and with the care, including reasonable inquiry, skill and diligence, that an individual of ordinary prudence would use under similar circumstances.

(b)	A Director is entitled to rely in good faith on information, opinions, reports and statements, including financial statements and other financial data, prepared or presented by any of the following:

One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

Counsel, public accountants or other Persons as to matters which the Director reasonably believes to be within the professional or expert competence of such Person; and

A committee of the Board upon which that Director does not serve, which the Director reasonably believes to merit confidence.

A Director is not considered to be relying in good faith if the Director has knowledge that would cause the Director’s reliance to be unwarranted.

(c)

The Board, committees of the Board and individual Directors may, in considering the best interests of the Corporation, consider the interests and factors permitted by the Code, such as the Corporation’s short-term and long-term interests, the effects of an action on any and all groups affected by that action, including shareholders, employees, suppliers, customers and creditors of the Corporation, and on communities in which the Corporation’s offices or other establishments are located, and all other pertinent factors.

(d)	Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director, or any failure to take any action, are presumed to be in the best interests of the Corporation.

Section 9.02. PERSONAL LIABILITY OF DIRECTORS.

(a)	A Director will not be personally liable for monetary damages as a Director for any action taken, or any failure to take any action, unless:

The Director has breached or failed to perform the duties of the office under Section 9.01 (relating to standard of care and justifiable reliance); and

The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(b)	The provisions of this Section do not apply to:

The responsibility or liability of a Director pursuant to a criminal statute; or

The liability of a Director for the payment of taxes.

Section 9.03. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation must indemnify Directors and officers of the Corporation to the fullest extent not prohibited by law in connection with any actual or threatened Indemnification Action¹⁸. Notwithstanding the foregoing, the Corporation may not indemnify a Director or officer in connection with an Indemnification Action initiated by that Director or officer (other than a successful Indemnification Action to enforce that individual’s rights to indemnification) unless the Board authorized the Indemnification Action.

Section 9.04. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may indemnify employees and agents of the Corporation who are not Directors or officers of the Corporation to the extent determined by the Corporation.

Section 9.05. INDEMNIFICATION PROCEDURES. An individual entitled to indemnification must notify the Corporation as soon as practicable of any Indemnification Action, and whether the indemnified individual is seeking indemnification. The Corporation will be entitled to participate at its own expense and may assume the defense of the Indemnification Action. After the Corporation notifies the indemnified individual of its election to assume the defense, the Corporation will not be liable to the indemnified individual under these Bylaws for any legal or other expenses subsequently incurred by the indemnified individual except to the extent separately agreed in writing by the Corporation. The Corporation is not obligated to indemnify for any amounts paid in settlement of an Indemnification Action effected without the Corporation’s written consent.

Section 9.06. INSURANCE. The Corporation may purchase insurance to protect against any liability asserted against the Corporation or any individual, whether or not the Corporation would have the power to indemnify that individual.

Section 9.07. ADVANCEMENT OF EXPENSES. Indemnification under Sections 9.03 or 9.04 of these Bylaws includes the right to be reimbursed for expenses incurred before the final disposition of an Indemnification Action. The indemnified individual must first provide the Corporation a written undertaking to repay that amount if it is ultimately determined that the individual is not entitled to be indemnified by the Corporation. An indemnified individual must also reimburse the Corporation for amounts the Corporation pays, to the extent the indemnified individual receives amounts from an insurance carrier or other party.

Section 9.08. INDEMNIFICATION RIGHTS, SUPPLEMENTAL AND CONTINUING. The indemnification and advancement of expenses provided by this Article:

Are not exclusive of other rights to which those seeking indemnification may be entitled,

Are applicable to Indemnification Actions after the adoption of these Bylaws, whether arising from acts or omissions occurring before or after their adoption, and

Will continue as to someone who has ceased to be a Director, officer, employee or agent and inure to the benefit of the heirs and personal representatives of that individual.

¹⁸

“Indemnification Action” includes an action, suit or proceeding for indemnification, or that may give rise to indemnification, that (1) is brought against a person entitled to indemnification under Article IX, and (2) arises out of the service of that person to the Corporation, or to another enterprise at the request of the Corporation. The action, suit or proceeding may be civil, criminal, administrative, investigative or other, and it may be brought by, or in the right of, the Corporation, or otherwise.

Exhibit 14.1

LOGO

CODE OF ETHICAL BUSINESS CONDUCT II-VI INCORPORATED

LOGO

Table of Contents 1 A Message from Our Chief Executive Officer 2 II-VI Core Values 3 A Readable Code of Ethical Business Conduct 5 Section I. Introduction 5 I.1. Purpose 6 I.2. Scope 6 I.3. Training and Certification 6 I.4. Exceptions 7 Section II. Asking Questions and Raising Concerns 7 II.1. Ethical Decision-Making 7 II.2. Leadership Responsibilities 7 II.3. Asking Questions and Reporting Violations 8 II.4. No Retaliation 8 II.5. Investigations 9 Section III. Avoiding Conflicts of Interest 9 III.1. Conflicts of Interest 10 Section IV. Treating People and the Planet with Respect 10 IV.1. How We Treat One Another 10 IV.2. Human Rights and Fair Labor 11 IV.3. Workplace Safety and Health 11 IV.4. Environmental and Social Responsibility 12 Section V. Acting with Integrity 12 V.1. Anti-Corruption and Anti-Bribery 12 V.2. Fraud 13 V.3. Gifts and Entertainment 13 V.4. Insider Trading 13 V.5. Political Activity 14 Section VI. Doing Business the Right Way 14 VI.1. Anti-Trust and Fair Competition 14 VI.2. Competitive Intelligence 15 VI.3. Doing Business with Suppliers 16 VI.4. Government Contracting 16 VI.5. Boycotts 17 VI.6. Trade Compliance 17 VI.7. Truth in Advertising and Marketing 17 VI.8. Quality 17 VI.9 Other Regulatory Compliance Topics 18 Section VII. Keeping Accurate Records 18 VII.1. Keeping Accurate Financial Records and Complying with Internal Accounting Controls 19 Section VIII. Protecting Our Assets and Information 19 VIII.1. Protection of Confidential Information and Intellectual Property 19 VIII.2. Communicating with the Media and other External Parties 19 VIII.3. Participating in Social Media 20 VIII.4. Protection of II-VI Assets and Resources 20 VIII.5. Data Privacy 21 Section IX. Where to Get Guidance or Report an Issue

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 1 A Message from Our Chief Executive Officer Our founders laid the foundation for innovations in materials and manufacturing that are underpinning changes in the world. From our beginnings, in addition to a bold vision that persistence and patience accompany, a culture of honesty, humility, and an enduring respect for the individual was established. We are mindful that the practices of compliance, good business judgment, curiosity, common sense, and adherence to high ethical standards also continue to be among the vital cornerstones of that foundation. Our vision is a world transformed through innovative materials vital to a better life today and the sustainability of future generations. That transformation starts with each of us, and every day presents us with an opportunity to contribute to building a company that is bigger, better, and ultimately best. For sure, we have great aspirations, and so we continuously reset the bars higher around our expectations for all that we do. At II-VI, our shared values allow us to make a powerful statement through our conduct, through our care for our people, stakeholders, and business partners, through our care for the environment and society, and through proper governance. Our values of Integrity, Collaboration, Accountability, Respect, and Enthusiasm form a foundation for our global culture. Together, they spell out “I CARE!” and serve as the guiding compass, while we navigate through our day-to-day decision-making and actions. Our “Code of Ethical Business Conduct” is one of the ways we put II-VI’s values into practice. Doing things right and doing the right things are key to our collective success, and building our reputation and brand as a great company to do interesting and important work in, to do business with, and to invest in, is the responsibility of all of us. The “Code of Ethical Business Conduct” is the framework for how we put II-VI core values into practice, and by providing us with the policies, tools, and resources, we can ensure that we are conducting our business according to these high ethical principles. Thanks for all you do each day and for your compliance with the “Code of Ethical Business Conduct.” On behalf of the Board of Directors and the Senior Leadership Team, I expect you to join me in renewing our shared commitment to ensuring that II-VI operates legally and ethically, and to act toward everyone with patience, kindness, and respect in every situation or circumstance. Dr. Vincent D. (Chuck) Mattera, Jr. Chief Executive Officer

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 2 II-VI Core Values I CARE INTEGRITY Create an Environment of Trust COLLABORATION Innovate Through the Sharing of Ideas ACCOUNTABILITY Own the Process and the Outcome RESPECT Recognize the Value in Everyone ENTHUSIASM Find a Sense of Purpose in Work

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 3 A Readable Code of Ethical Business Conduct This Code helps you make good business choices. There are two important things to understand about it: 1. It is complex because it involves abstract concepts. Some are just difficult to understand; others may be foreign to some cultures. 2. It is a reference document. We have designed it to provide answers to questions that involve unclear situations. To give you the best chance of finding the information you need, understanding it, and acting on it, we wrote this Code using Plain Language and Document Design principles. Plain Language We avoid dense, complex language. Instead we choose everyday words and clear, short explanations. An example of how to use this Code. Case Study: Is there a problem here? Imagine you work in Sales. You read the Code once, but don’t remember its details. Every month in the country where you work, II-VI sells a certain product to the government. You know the pricing for this product because its invoice crosses your desk every day. A few months ago, you remember one invoice that was a bit higher than normal – but not by enough to make you report it. Perhaps an FX related price increase. The next invoice was normal. So, you forgot about it. A month later the local newspaper reports something that makes you shake your head. It features a beautiful house. This house turns out to be owned by a bureaucrat who works in the government department that buys II-VI products. You wonder to yourself, “How does a government bureaucrat afford a house like that?” A few months later you again see an invoice that is higher than normal. You don’t know what to make of it. Thinking about it, you now remember that the woman who issues the invoices used to work in this government department before she came to II-VI. But … you believe that she is scrupulously honest. Is there a problem? What do you do?

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 4 A Readable Code of Ethical Business Conduct Code Definitions and additional information All business decisions must be made with integrity and in the best interests of II-VI. That means we must avoid situations that affect our objectivity. Those situations exist when personal, social, or financial obligations or activities—including those of family members—interfere with the interests of II-VI. Conflicts of interest undermine our credibility and expose II-VI to scrutiny and the risk of damage to our reputation. Even the appearance of a conflict should be avoided. You must disclose to your manager or the II-VI Compliance Department any situation that involves an actual or potential conflict of interest, as soon as you become aware of it. Remember that disclosure is mandatory, but you won’t be penalized for reporting a potential conflict. If you have a question about conflicts of interest, please reach out to the Legal Department. CODE PROVISION AIDS FOR UNDERSTANDING Here are examples of conflicts of interest: • Financial: Holding a significant financial interest in a company that does business or competes with II-VI. • Outside Employment or Board Membership: Serving on the board of directors of another company, if it interferes with your duties at II-VI, or holding a second job. • Employing Relatives or Friends: Hiring a relative or close friend as an employee, consultant, contractor, supplier, distributor, or agent. • Corporate Opportunities: Taking personal advantage of a business opportunity that could benefit II-VI. Step 1: Scan the Table of Contents When you start, you might not have a clear idea of where to look in the Code. So, start with a quick scan of the Table of Contents. It is categorized by topic and has subheadings to help you narrow your search. You might find what you’re looking for quickly. Step 2: Select a topic Select a topic and go to its page. In the example, we show an extract from the section on Conflicts of Interest. Step 3: Scan the page There are two parts to the text. On the left-hand side is the Code itself. And on the right, you will find Aids for Understanding such as examples and definitions. Step 4: Read the Code carefully After reading the Code once, check the definitions to ensure that you understand the topic carefully. If you don’t understand, ask. And even better, send feedback to Compliance. Step 5: Read Helpful Information Note the column to the right of the Code. This column contains other information that relates to the topic, from definitions to examples, to questions and answers. Here you will find more detail. Not all will be relevant to your search, but it will help you understand what you should do. Step 6: Read another section if you need to You may have to read another section to find the topic and situation that answers your question. Don’t give up. Continue reading. The more you read, the more familiar you will be with the Code. That’s a good thing. And don’t forget, if you still can’t find what you’re looking for, ask. We are here to answer your questions: Compliance@ii-vi.com

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 5 I. Introduction I.1. Purpose II-VI is built on a culture of strong corporate values. These core values: • Integrity • Collaboration • Accountability • Respect • Enthusiasm are reflected in our relationships with customers, suppliers, shareholders, and one another. Our Code is designed to promote and support: • Honest and ethical conduct; • Full, accurate, timely, and clear disclosure in reports to regulators and the public; • Compliance with applicable laws, rules, and regulations; and • Prompt detection and reporting of potential violations. The Code is a resource to guide day-to-day business decisions at II-VI. Many of its principles are general in nature. It is not intended to cover every situation you may encounter. You are expected to use good judgment, consult Company policies, and seek help if you have questions about what to do. As a global Company, we are subject to the laws of many jurisdictions around the world. You are expected to obey all laws, rules, and regulations that apply to you. If a law requires more of you than the Code, then you are expected to comply with that law. If you have questions about the laws that apply to you, please contact the II-VI Legal Department. Discipline is covered later in the Code, but it is important to point out that violating the Code can have serious consequences, including termination of employment. Other consequences can include loss of trust, loss of business, or even regulatory penalties for II-VI. CODE PROVISION AIDS FOR UNDERSTANDING When we refer to the Code, we are referring to this Code of Ethical Business Conduct. When we talk about II-VI or the Company, we mean II-VI Incorporated and each of its subsidiaries. All parts of II-VI, not just the parent company, are expected to comply with the Code.

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 6 I. Introduction I.3. Training and Certification From time to time, we will ask you to complete mandatory compliance training. Not all training will apply to you. The training itself will make it clear who needs to complete it, and by what time. Each year we will also ask certain employees to certify that they: • Have reviewed and understand the Code; • Have complied with its requirements, and agree to comply in the future; and • Do not know of any violations. CODE PROVISION I.2. Scope The Code applies to everyone in the Company, including the Board of Directors. It also applies to contractors, consultants, temporary workers, suppliers, and other third parties. Any agreement with a third party should include a clear statement that we expect them to comply with the Code. The same high ethical standards apply to everyone, regardless of job or level in the organization. All of us must adhere to the Code when conducting II-VI business. It is your responsibility to be familiar with the Code and its requirements. CODE PROVISION AIDS FOR UNDERSTANDING Q. Why does the Code apply so broadly? A. The Company expects its employees and the Board of Directors to follow the Code because both have an obligation to maintain II-VI’s high ethical standards and uphold the law. Contractors, consultants, temporary workers, suppliers, and other third parties are also expected to follow the Code because of their relationships with the Company. I.4. Exceptions II-VI rarely permits exceptions to compliance with the Code, and only if it is lawful and in the best interest of the Company to do so. If you think you need a waiver, or if someone asks you to do something that would require a waiver, contact the Chief Compliance Officer. A waiver for a non-executive officer employee must be approved by both the Chief Compliance Officer and the Chief Executive Officer. A waiver for a director or executive officer can only be approved by members of the Board of Directors who are not involved in the waiver. Those waivers must also be publicly disclosed. The Chief Compliance Officer keeps a record of all Code waivers. CODE PROVISION AIDS FOR UNDERSTANDING No one, including your manager, should ask you to violate the Code. If someone asks you to do something that you think would violate the Code, contact the Chief Compliance Officer. If you feel uncomfortable doing something even if a waiver is granted, be sure to speak up. You will not be retaliated against for speaking up.

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 7 II. Asking Questions and Raising Concerns II.1. Ethical Decision-Making Each of us must recognize ethical issues and do the right thing in our business activities. When faced with an ethical decision, consider these questions to help you make the right decision: • What feels right or wrong about the planned action? • Is the action consistent with the Code and II-VI policies and procedures? • How will the action appear to your manager, Company executives, the Board, customers, regulators, or the general public? • Would it help you to ask another person’s opinion before acting? If you are unsure about an ethical question, ask for guidance quickly. We have many resources available to help you make the best decision (see Section IX: Where to Get Guidance or Report an Issue). CODE PROVISION II.2. Leadership Responsibilities Managing people at II-VI means you accept more responsibility. Our managers must commit to our values through their actions. They must promote an environment where compliance is expected and ethical behavior is the norm. No manager should ask a II-VI employee to bend the rules or violate the law or the Code. CODE PROVISION II.3. Asking Questions and Reporting Violations Do not wait to ask if a particular action may violate the Code. Be alert and report suspected wrongdoing. If you violate the Code you may face: • Disciplinary action ranging from a warning or reprimand to termination of employment; and • Criminal prosecution if you violate a criminal law. See Section IX on where to get your questions answered or to file a report. CODE PROVISION AIDS FOR UNDERSTANDING Cultures differ on what is right in a particular situation. The Code makes clear what II-VI expects of you, no matter where you are in the world.

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 8 II. Asking Questions and Raising Concerns II.4. No Retaliation Speaking up takes courage. That is why II-VI does not tolerate retaliation in any form. If you have a legitimate concern, we want you to report it with no fear of adverse action. Honest reporting does not mean that you have to be right when you raise a concern, but you must reasonably believe that the report you are making is accurate. II-VI will investigate all reports made in good faith and will keep them confidential as much as possible. No one is allowed to retaliate against a person who reports a violation. Anyone who does will face disciplinary action that may include termination of employment. If you believe someone has retaliated against you because you reported a legal or ethical concern you should immediately: • Call the Ethics Helpline at +1-866-829-3062; • Report it at www.ii-vi.ethics.point.com; or • Notify HR. While the Company will protect anyone who raises a concern honestly, it is also a violation of the Code to: • Make an accusation if you know it is false; • Lie to investigators; or • Interfere or refuse to cooperate with an investigation. CODE PROVISION II.5. Investigations II-VI expects all employees to cooperate in investigations. We take reports of misconduct seriously. We review every report, investigate the matter to determine whether the Code, Company policy, or the law has been violated, and take appropriate action. When you make a report through the Ethics Helpline, you may keep your identity hidden, but we encourage you to identify yourself because that makes it possible to contact you if we need more information. If you tell us who you are, we take precautions to keep your identity confidential while conducting the investigation. If we do not know who you are, we cannot inform you of the outcome of the investigation. CODE PROVISION AIDS FOR UNDERSTANDING Retaliation means attacking someone because they have done something that you do not like. Retaliation can take many forms. It could be verbal or physical threats or abusive management. If you are unsure if you are a victim of retaliation, speak with HR or someone in the II-VI Compliance Department.

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 9 III. Avoiding Conflicts of Interest III.1. Conflicts of Interest All business decisions must be made with integrity and in the best interests of II-VI. That means we must avoid situations that affect our objectivity. Those situations exist when personal, social, or financial obligations or activities—including those of family members—interfere with the interests of II-VI. Conflicts of interest undermine our credibility and expose II-VI to scrutiny and the risk of damage to our reputation. Even the appearance of a conflict should be avoided. You must disclose to your manager or the II-VI Compliance Department any situation that involves an actual or potential conflict of interest, as soon as you become aware of it. Remember that disclosure is mandatory, but you won’t be penalized for reporting a potential conflict. It is particularly important for you to discuss with your manager potential consulting and other employment. If your activity could interfere with your ability to fully perform your job at II-VI, or make it difficult for you to maintain the confidentiality of II-VI information, your manager may ask you not to pursue the opportunity. If you have a question about conflicts of interest, please reach out to the Legal Department. CODE PROVISION AIDS FOR UNDERSTANDING Here are examples of conflicts of interest: • Financial: Holding a significant financial interest in a company that does business or competes with II-VI. • Outside Employment or Board Membership: Serving on the board of directors of another company, if it interferes with your duties at II-VI, or holding a second job. • Employing Relatives or Friends: Hiring a relative or close friend as an employee, consultant, contractor, supplier, distributor, or agent. • Corporate Opportunities: Taking personal advantage of a business opportunity that could benefit II-VI.

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 10 IV. Treating People and the Planet with Respect IV.2. Human Rights and Fair Labor II-VI supports fundamental human rights – values inherent to all human beings. This means that we aim to treat all human beings with dignity, fairness, and respect. We ask our suppliers and contractors do the same, to care for the health and safety of their workers, and to comply with human rights laws. II-VI does not accept forced labor, human trafficking, degrading treatment of individuals, or unsafe working conditions. CODE PROVISION AIDS FOR UNDERSTANDING Forced Labor are situations where people are coerced to work using violence or intimidation, or by more subtle means such as accumulated debt, retention of identity papers, or the threat of being reported to immigration authorities. IV.1. How We Treat One Another Each of us must create a positive workplace with a culture of trust and respect. This means treating one another with fairness, mutual respect, and courtesy. We each contribute to a culture that is built on a foundation of inclusion and collaboration. II-VI believes in equal employment opportunities. We hire you for your ability to do the job; not because of your race, faith, sex, or age. We do not tolerate harassment or bullying of any kind. Harassment and bullying can take many forms, including: • Unwelcome sexual advances, contact, or comments; • Threatening or offensive remarks or conduct; • Derogatory, disparaging or suggestive jokes, emails or other unprofessional conduct. Retaliation against anyone who reports a discrimination or harassment concern is prohibited. For more information, see Section II.4 of the Code. Please read our Anti-Discrimination, Harassment, and Bullying Policy to learn more. CODE PROVISION

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 11 IV. Treating People and the Planet with Respect IV.3. Workplace Safety and Health It is extremely important to II-VI to provide a safe and healthy workplace for employees and visitors. To make our workplace healthy and safe, you must take steps to protect yourself, your co-workers, and visitors. This includes following: • All II-VI Environmental, Health and Safety protocols, rules and practices; and • Laws that apply to your job. Immediately report to your supervisor any accident, injury, occupational illness, unsafe practice, or danger, even if you didn’t see it happen yourself, or you were not directly involved. To keep our workplace safe means that you must never come to work after drinking alcohol, taking illegal drugs, or using other substances that reduce your ability to do your job safely. A safe workplace also means that no one may threaten or physically intimidate others with violence or in other ways. We do not accept talk of violence or even joking about violence. Weapons, firearms, ammunition, fireworks, and unauthorized explosives are forbidden on Company property and in Company vehicles. For more information, see our Corporate Substance Abuse Policy and our Corporate EHS Policy. CODE PROVISION IV.4. Environmental and Social Responsibility II-VI always seeks to do business in a responsible way. We make every effort to not waste energy. We use technology to minimize harm to the environment. All of us must work in a way that respects the environment and shows good corporate citizenship to the world around us. CODE PROVISION

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 12 V. Acting with Integrity V.1. Anti-Corruption and Anti-Bribery The United States and many other countries have laws against bribery, kickbacks, and other improper payments. When you act on behalf of II-VI as a director, employee, officer, agent, or independent contractor, you may not offer or provide a bribe or other improper benefit to win business or gain an unfair advantage for II-VI. For more, see our Anti-Corruption and Anti-Bribery Policy. CODE PROVISION AIDS FOR UNDERSTANDING Improper benefits can include Cash, Gifts, Meals, Favors, Travel and Lodging, Entertainment, Personal Services, Business Opportunities, and Offers of Employment. It is never acceptable to take part in an activity that involves dishonesty, no matter how limited your role. These activities include: • Theft; • Fraud; • Embezzlement; • Extortion; • Misappropriation of property; and • Helping to hide, change, falsify, or leave information out of II-VI records. CODE PROVISION AIDS FOR UNDERSTANDING Some examples of fraud include: • Deliberately changing accounting records to look better or worse than they are. This is also called ‘falsifying records.’ • Hiding or leaving out the effects of transactions from business records. • Making personal purchases on II-VI credit or payment cards. • Seeking expense reimbursement for activities that were personal and not business-related. V.2. Fraud

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 13 V. Acting with Integrity Never accept or provide a gift – which means anything of value, such as a present, money, favor, travel, or entertainment -- if it will obligate, or appear to obligate, the receiver. We prohibit the following, whether for yourself or for II-VI: • Giving or accepting inappropriate, lavish, or repeated gifts, even acceptable by local custom. • Asking for gifts, services, or contributions from vendors, suppliers, or other business partners. As a rule, when giving or receiving gifts, you should always ask yourself, “how would it look if this was publicized on social media, television, or in the newspaper?” If the answer is “not good for the Company or me,” then you should not give or receive the gift. Remember that the employees of government entities around the world are typically prohibited from accepting even modest gifts or entertainment. If you deal with government officials as a part of your job, read and follow II-VI’s Global Code of Conduct and Policy Statements for Working with Governments. CODE PROVISION AIDS FOR UNDERSTANDING Q. As part of my job at II-VI, I interact with customers, and from time to time I take them to lunch or dinner. Is this ok? A. Taking a customer to a reasonably priced meal is often a common expression of courtesy and not an attempt to influence a business decision. However, the meals or entertainment should not be frequent, and should not go beyond a simple expression of courtesy and respect. V.3. Gifts and Entertainment AIDS FOR UNDERSTANDING Q. My job is in a laboratory. How does this apply to me? A. If you have information about II-VI that is not available to the public, and that an investor in II-VI would want to know in deciding to buy or sell in II-VI stock, then insider trading laws apply to you. We keep the trust of our investors and the public by respecting financial laws. This means that you do not trade in II-VI stock or other securities based on material information that the public does not have access to, but which you do. We also do not share this information. For more information, read the II-VI Insider Trading and Tipping Policy. CODE PROVISION V.4. Insider Trading V.5. Political Activity II-VI permits you to participate in the civil and political process where participation is allowed by law. As a resident of, or a visitor to, a particular place, your civil and political participation must be lawful in that place. If you are not sure what the laws are in a particular country, please contact the II-VI Legal Department. If you express a personal political view on social media like WeChat or Facebook, or in traditional media like newspapers, it should be clear that you are expressing your own views, and not those of II-VI. Do not use II-VI’s logo, letterhead or Company e-mail, or reference your business address or title. For more information on the use of social media, read the II-VI Social Media Policy. CODE PROVISION

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 14 VI. Doing Business the Right Way VI.1. Anti-Trust and Fair Competition AIDS FOR UNDERSTANDING It is unlawful for II-VI to collude or secretly agree with our competitors to: • Fix the price customers pay for a product. This is called price fixing. • Provide bids where it is decided in advance who will win. This is known as bid rigging. • Refuse to deal with customers or other competitors. This is known as a boycott. • Set or limit the amount of a product that will be sold into the market. • Divide or allocate markets, territories, or customers. II-VI believes in free and open competition. Our product quality and commitment to our customers means we can compete ethically with any competitor. In most of the countries where we operate, strict laws prohibit unfair business behavior that limits free competition. Both II-VI and employees who break these laws face significant penalties. Note that a competitor can also be a customer and a supplier. If you need help understanding how these different roles affect our legal responsibilities, please contact the II-VI Legal Department. For more information, read the II-VI Anti-Trust and Competition Law Policy. CODE PROVISION VI.2. Competitive Intelligence AIDS FOR UNDERSTANDING Legitimate sources of competitive intelligence include: • News accounts. • Industry or market surveys. • Competitor displays at conferences and trade shows. • Information that is publicly available on the internet, or in business or other journals. Gathering information about our suppliers, customers, competitors, or market factors, which is sometimes called competitive intelligence, is a legitimate business practice. We must never use illegal or unethical methods to gain competitive intelligence. II-VI has a policy on gathering competitive information. When working with consultants, vendors, and other business partners, you must ensure that they understand and follow our policy. For more information, read the II-VI Anti-Trust and Competition Law Policy. CODE PROVISION

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 15 VI. Doing Business the Right Way VI.3. Doing Business with Suppliers II-VI believes in doing business with third parties who embrace high standards of ethical business behavior. We rely on our suppliers, contractors, and consultants to help us accomplish our goals. They are part of the II-VI team, so we should always treat them according to our own values and expect them to operate with ours. We base our buying decisions on total value to II-VI. This includes compliance with the law and our Environmental, Social Responsibility and Governance objectives. Total value also includes product and process quality, suitability, performance, scalability, service, technology, business continuity, and price. Proper procurement requires us to: • Do business with approved suppliers. • Use II-VI approved supplier agreements. • Confirm essential information about the supplier, such as financial and legal status, following processes developed by the II-VI Procurement Department. • Ensure that purchase agreements clearly state which services or products we are buying, the basis for payment, and the amount to be paid. • Verify that invoices clearly state the actual value of the goods or services provided. • Not give gifts to, or accept gifts from, suppliers if the gift would affect the other party’s business judgment or give the appearance that the other party’s judgment may be affected. • Refuse to work with suppliers who use child or forced labor. • Refuse to work with suppliers who use detention or physical punishment to discipline employees, even if those practices are allowed by local law. CODE PROVISION AIDS FOR UNDERSTANDING II-VI approved supplier agreements are ones that II-VI furnishes, or ones that the supplier furnishes and the II-VI Legal Department approves. Payments to suppliers: • Must be directed to and made only to the person or company that actually provides the goods or services. • Should be made in the country where the supplier does business, or where the goods were sold or the services provided.

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 16 VI. Doing Business the Right Way VI.4. Government Contracting Some of our business is with government entities. When we do business with governments, we have different requirements from our normal commercial practices. II-VI must always follow local government contracting laws and regulations. If you have questions about government contract requirements, reach out to your manager or the II-VI Compliance Department. For more information, please read our Global Code of Conduct and Policy Statements for Working with Governments. CODE PROVISION AIDS FOR UNDERSTANDING Q. How is being a government contractor different from other types of work? A. Business interactions with government entities often have strict regulations and requirements. We must comply with both contractual requirements and government regulations. VI.5. Boycotts A Political Boycott occurs when a country or company voluntarily stops using, buying, or dealing with a person, organization, or country as an expression of protest, usually for social or political reasons. II-VI only cooperates with US-government approved boycotts. If you receive a boycott request, contact the Legal Department immediately, and do not respond to or even acknowledge the request. If you are located outside of the US and have a question about whether a US-approved boycott affects you, please contact the Legal Department. CODE PROVISION AIDS FOR UNDERSTANDING A boycott request can take many forms. It could be a direct request to furnish information. It could be a request to take action or even to refrain from taking action that could support or promote a boycott. It could appear in an invitation for bids, a contract, a purchase order, a letter of credit, or other financial document.

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 17 VI. Doing Business the Right Way VI.6. Trade Compliance II-VI is committed to complying with all applicable laws and regulations governing the import, export, and use of goods and technology. As a US-based company that means we follow: • US import, export, tariff (customs duties), and sanctions laws; and • Global trade laws in the other countries where we do business. These laws are complex and can change quickly as governments respond to political and security issues. You must understand and follow the international trade compliance laws that apply to your work. Ask questions if you are unsure. Read our Trade Compliance policies for more information. CODE PROVISION VI.7. Truth in Advertising and Marketing Our marketing, advertising, and sales materials must be factual and as accurate as possible, including with the engineering estimates of the form, fit, and function of our products. We must never knowingly mislead, omit important facts or data, or make false claims about our products. When we compare our products with those of our competitors, the comparisons must be factual, accurate (even if not statistically significant), and easily verified. CODE PROVISION VI.8. Quality II-VI is dedicated to quality. We take pride in all of the quality products and services we provide. Our intense focus on the needs of our customers continuously drives us to improve. If you see a way to improve, or have a concern about a II-VI product or process, contact your manager or the Quality Department. CODE PROVISION VI.9. Other Regulatory Compliance Topics There are many other laws and regulations that govern how we do business. Some examples include laws and regulations on: • Eye safety requirements for lasers. • How and when we make disclosures about corporate events. • Reporting accidents at our worksites. If you have questions about any regulatory compliance topic, please contact the II-VI Legal Department. CODE PROVISION

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 18 VII. Keeping Accurate Records VII.1. Keeping Accurate Financial Records and Complying with Internal Accounting Controls All II-VI company accounts must be complete, accurate, and reliable. That requires us to record, process, analyze, and ensure the accuracy of all information using legal and accounting principles. False or misleading entries are strictly prohibited. We rely on you to tell us if you feel that someone is pressuring you to prepare, alter, conceal, or destroy documents in violation of the Code or a II-VI policy. If you honestly believe someone has misled, or given an incomplete or false statement to an accountant, auditor, attorney, or government official, you must report it. For more information, please see our Anti-Corruption and Anti-Bribery policies. CODE PROVISION

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 19 VIII. Protecting Our Assets and Information VIII.1. Protection of Confidential Information and Intellectual Property When you work at II-VI, you will learn confidential or proprietary information about our Company, customers, suppliers, business partners and others. You must not share this information with anyone outside II-VI. Our intellectual property is one of our most valuable assets. We must protect and enforce our intellectual property rights. We also respect the intellectual property rights of others. Generally, intellectual property produced while you are a II-VI employee belongs to II-VI. In some instances, intellectual property is developed by II-VI for, and belongs to, a customer. Make sure you understand your responsibilities regarding any inventions or ideas that you develop while you are an employee. If you have a question about Intellectual Property and Confidential or Proprietary Information, please contact the II-VI Legal Department. CODE PROVISION VIII.2. Communicating with the Media and other External Parties Without clear authority from our Corporate Communications Department, no employee may: • Talk to the media, investors, or analysts on behalf of II-VI; • Give the impression that you speak on behalf of II-VI; or • Comment to journalists about specific matters that relate to our business. CODE PROVISION AIDS FOR UNDERSTANDING Intellectual Property includes: • Copyrights, • Patents, • Trademarks, • Trade secrets, • Design rights, • Logos, • Expertise, and • Other intangible industrial or commercial property. Your social media posts can affect our reputation and relationships with other employees, customers, suppliers, and investors. When using social media, use good judgment and conduct yourself professionally. Never speak on the Company’s behalf unless the Company explicitly authorizes you to do so. You are personally responsible for all information you share on social media. For more information, see the II-VI Social Media Policy. CODE PROVISION VIII.3. Participating in Social Media AIDS FOR UNDERSTANDING Q. I like to use social media to tell my friends and family what is going on in my life. Since I’m proud of my job and what I do, I want to post details about my II-VI projects. Is this ok? A. II-VI wants you to be proud of the Company and the work you do, but references to II-VI projects, products and services may be considered advertising and require prior review and approval by II-VI.

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II-VI INCORPORATED CODE OF ETHICAL BUSINESS CONDUCT Questions or concerns? Call the II-VI Ethics Helpline at +1-866-829-3062 or go to www.ii-vi.ethicspoint.com 20 VIII. Protecting Our Assets and Information VIII.4. Protection of II-VI Assets and Resources We use Company assets to conduct II-VI business. We do not use them for personal gain or the benefit of others outside of II-VI. We must all keep II-VI assets safe from loss, theft, damage, and inappropriate use. Only use II-VI resources — laptops, telephones, and other devices, networks, and systems, and access to the internet — as needed for you to do your job and support II-VI business. If you suspect theft or misuse of company assets, report it immediately. For acceptable computer and device use, read the II-VI Computing Acceptable Use Policy. CODE PROVISION VIII.5. Data Privacy II-VI respects the privacy of its employees and business partners. We handle personal data responsibly and follow applicable privacy laws and Company policies. In many countries, the use of personal data is highly restricted. It can only be shared if all applicable regulations are followed, even when it is shared between or among II-VI entities. For more information, read the II-VI Data Privacy and General Data Protection Regulation (GDPR) Policies. CODE PROVISION AIDS FOR UNDERSTANDING Q. How does data privacy apply to my job at II-VI? A. You should have data privacy in mind whenever you have access to the personal data of employees or individuals we do business with, such as our suppliers and customers.

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IX. Where to Get Guidance or Report an Issue If you have questions or concerns about an ethical issue, or need to report a suspected violation of the Code, you should discuss it with your supervisor, a member of the management team, your local HR representative, or a compliance representative at Compliance@ii-vi.com. You can also contact the Ethics Helpline by telephone at +1-866-829-3062, or online at www.ii-vi.ethicspoint.com, where you can choose to report your concern confidentially or even remain anonymous. +1-866-829-3062 www.ii-vi.ethicspoint.com