Item 2.02. Results of Operations and Financial Condition.

On August 4, 2009, II-VI Incorporated issued a press release announcing its financial results for the quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Duncan A.J. Morrison will retire from the Board of Directors when his current term expires at the upcoming Annual Meeting of Shareholders on November 6, 2009. Mr. Morrison has served as a Director of the Company and Chairman of the Company's Audit Committee since 1982. Effective with Mr. Morrison's retirement, it is anticipated that current Director Wendy F. DiCicco will be appointed by the Board of Directors to the role of Audit Committee Chairman. Ms. DiCicco has been a Director and Audit Committee member of the Company since 2006.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished pursuant to Item 601 of Regulation S K and Instruction B.2 to this Form:

99.1 Press Release

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