<PAGE>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )

[X]  Filed by the Registrant
[_]  Filed by a Party other than the Registrant

Check the appropriate box:
[_]  Preliminary Proxy Statement
[_]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting Material Pursuant to 167;240.14a-12

                               II VI INCORPORATED
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1) Title of each class of securities to which transaction applies:

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     (2) Aggregate number of securities to which transaction applies:

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     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):

     -------------------------------------------------------------------------

     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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[_]  Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:

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     (2) Form, Schedule or Registration Statement No.:

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     (3) Filing Party:

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     (4) Date Filed:

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<PAGE>

                               II-VI Incorporated
                            375 Saxonburg Boulevard
                         Saxonburg, Pennsylvania 16056

                               -----------------

                   Notice of Annual Meeting of Shareholders
                        to be held on November 1, 2002

                               -----------------

TO THE SHAREHOLDERS OF
II-VI INCORPORATED:

   The Annual Meeting of Shareholders of II-VI Incorporated will be held at the
Treesdale Golf & Country Club, One Arnold Palmer Drive, Gibsonia, Pennsylvania
15044, on Friday, November 1, 2002, at 1:00 p.m. local time to consider and act
upon the following matters:

1. The election of one (1) director for a term to expire in 2003;

2. The election of three (3) directors for terms to expire in 2005;

3. The ratification of the Board of Directors' selection of Deloitte & Touche
   LLP as auditors for the fiscal year ending June 30, 2003; and

4. A shareholder proposal, if it is properly presented at the meeting.

   The shareholders will also be asked to consider such other matters as may
properly come before the meeting.

   The Board of Directors has established the close of business on Tuesday,
September 10, 2002, as the record date for determination of shareholders
entitled to notice of and to vote at the Annual Meeting.

   IF YOU ARE UNABLE TO ATTEND THE MEETING, IT IS REQUESTED THAT YOU COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.

                                          BY ORDER OF THE BOARD OF DIRECTORS

                                          Robert D. German, Secretary

September 23, 2002

<PAGE>

                              II-VI INCORPORATED
                            375 Saxonburg Boulevard
                         Saxonburg, Pennsylvania 16056

                                 -------------

                      PROXY STATEMENT FOR ANNUAL MEETING
                                OF SHAREHOLDERS

                               November 1, 2002

                                 -------------

   This proxy statement is being furnished to the shareholders of II-VI
Incorporated, a Pennsylvania corporation (the "Company"), in connection with
the solicitation by the Board of Directors of the Company of proxies to be
voted at the annual meeting of shareholders (the "Annual Meeting") scheduled to
be held on Friday, November 1, 2002, at 1:00 p.m. local time at the Treesdale
Golf & Country Club, One Arnold Palmer Drive, Gibsonia, Pennsylvania 15044.
This proxy statement was first mailed to shareholders on or about September 27,
2002. A copy of the Company's Annual Report to Shareholders for the fiscal year
ended June 30, 2002 is being furnished with this proxy statement.

   Only shareholders of record as of the close of business on Tuesday,
September 10, 2002, are entitled to notice of and to vote at the Annual Meeting
and any adjournment thereof. The outstanding capital stock of the Company on
that date consisted of 14,040,374 shares of Common Stock, no par value ("Common
Stock"), each entitled to one vote per share.

   All shares represented by valid proxies received by the Company prior to the
Annual Meeting will be voted as specified in the proxy. If no specification is
made, the shares will be voted as described below under the caption
"Recommendation of the Board of Directors." Unless otherwise indicated by the
shareholder, the proxy card also confers discretionary authority on the
Board-appointed proxies to vote the shares represented by the proxy on any
matter that is properly presented for action at the Annual Meeting. A
shareholder giving a proxy has the power to revoke it any time prior to its
exercise by delivering to the Company a written revocation or a duly executed
proxy bearing a later date (although revocation of a proxy shall not be
effective until notice thereof has been given to the Secretary of the Company
in writing or by electronic transmission), or by attendance at the meeting and
voting his or her shares in person.

   Under the Company's Articles of Incorporation and By-Laws, and applicable
law, the affirmative vote of shareholders entitled to cast at least a majority
of the votes which all shareholders present at the meeting in person or by
proxy are entitled to cast generally is required for shareholder approval,
including shareholder proposals properly presented at the meeting and the
ratification of the selection of Deloitte & Touche LLP as independent auditors
of the Company for the fiscal year ending June 30, 2003. As such, abstentions
generally have the effect of a negative vote. Any broker non-votes on a
particular matter have no effect since, by definition, they are not entitled to
be cast on the matter. With regard to the election of directors, votes may be
cast in favor of a candidate or may be withheld. As directors are elected by a
plurality, abstentions and broker non-votes have no effect on the election of
directors.

                   RECOMMENDATION OF THE BOARD OF DIRECTORS

   The Board of Directors of the Company recommends a vote FOR each of the
nominees named below for election as director, FOR the ratification of the
Board of Directors' selection of Deloitte & Touche LLP as independent auditors
of the Company for the fiscal year ending June 30, 2003, and AGAINST the
shareholder proposal presented below.

                                      1

<PAGE>

                             ELECTION OF DIRECTORS

   The Company's By-Laws provide that the Board of Directors shall establish
the number of directors which shall be not less than five nor more than nine
members. The By-Laws also provide for a board of directors of three classes,
each class consisting of as nearly an equal number as practicable, as
determined by the Board. Effective as of the Annual Meeting, the Board of
Directors of the Company has determined that the number of directors shall be
seven, consisting of two directors each in Classes One and Two and three
directors in Class Three.

   One director of Class One is to be elected to hold office for a term of one
year and three directors of Class Three are to be elected to hold office for a
term of three years, and each until their respective successors are elected and
qualified, subject to the right of the shareholders to remove any director as
provided in the By-Laws. A vacancy in the office of a director may be filled by
the remaining directors then in office, even if less than a quorum, or by the
sole remaining director. Any director elected by the Board of Directors to fill
a vacancy shall serve until his successor is elected and has qualified or until
his or her earlier death, resignation or removal. If the Board of Directors
increases the number of directors, any vacancy so created may be filled by the
Board of Directors.

   The holders of Common Stock have cumulative voting rights in the election of
directors. In voting for directors, a shareholder has the right to multiply the
total number of shares which the shareholder is entitled to vote by the number
of directors to be elected in each class, and to cast the whole number of votes
so determined for one nominee in the class or to distribute them among the
nominees if more than one nominee is named in such class. The one Class One
nominee receiving the greatest number of affirmative votes will be elected as a
Class One director whose term expires in 2003. The three Class Three nominees
receiving the greatest number of affirmative votes will be elected as Class
Three Directors whose terms expire in 2005. Unless otherwise indicated by the
shareholder, a vote for the nominees of the Board of Directors will give the
named proxies discretionary authority to cumulate all votes to which the
shareholder is entitled and to allocate them after the total vote counts are
available in favor of any one or more such nominees as the named proxies
determine, with a view to maximizing the number of nominees of the Board of
Directors who are elected. The effect of cumulation and voting in accordance
with that discretionary authority may be to offset the effect of a
shareholder's having withheld authority to vote for an individual nominee or
nominees because the proxies will be able to allocate votes of shareholders who
have not withheld authority to vote in any manner they determine among such
nominees. If a shareholder desires specifically to allocate votes among one or
more nominees, the shareholder should so specify on the proxy card.

   The persons named as proxies on the enclosed proxy card were selected by the
Board of Directors and have advised the Board of Directors that, unless
authority is withheld, they intend to vote the shares represented by them at
the Annual Meeting: for the election of Marc Y.E. Pelaez, who is a first-time
nominee of the Board of Directors; for the election of Carl J. Johnson, who has
served as director of the Company since 1971; for the election of Thomas E.
Mistler, who has served as director of the Company since 1977; and for the
election of Joseph J. Corasanti, who is a first-time nominee of the Board of
Directors.

   The Board of Directors knows of no reason why any nominee for director would
be unable to serve as director. If at the time of the Annual Meeting any of the
named nominees are unable or unwilling to serve as directors of the Company,
the persons named as proxies intend to vote for such substitutes as may be
nominated by the Board of Directors.

   The following sets forth certain information concerning each nominee for
election as a director of the Company and each director whose term of office
will continue after the meeting.

                                      2

<PAGE>

Nominee for Class One Director Whose Term Expires 2003

   Marc Y.E. Pelaez, 56, is a retired Rear Admiral of the United States Navy.
Rear Admiral Pelaez currently is a private consultant to defense and commercial
companies. He was Vice President of Engineering and then of Business and
Technology Development for Newport News Shipbuilding from 1996 until 2001, when
Northrop Grumman Corporation acquired Newport News Shipbuilding. From 1993 to
1996 Rear Admiral Pelaez served as Chief of Naval Research. He served as the
Executive Assistant to the Assistant Secretary of the Navy from 1990 to 1993.
From 1968 to 1990 he held numerous positions in the United States Navy. Rear
Admiral Pelaez serves on the Board of Trustees of the Old Dominion University
Foundation. He is a graduate of the United States Naval Academy.

Nominees for Class Three Directors Whose Terms Expire 2005

   Carl J. Johnson, 60, a co-founder of the Company in 1971, serves as
Chairman, Chief Executive Officer, and Director of the Company. He served as
President of the Company from 1971 until 1985 and has been a Director since its
founding and Chairman since 1985. From 1966 to 1971, Dr. Johnson was Director
of Research & Development for Essex International, Inc., an automotive
electrical and power distribution products manufacturer. From 1964 to 1966, Dr.
Johnson worked at Bell Telephone Laboratories as a member of the technical
staff. Dr. Johnson completed his Ph.D. in Electrical Engineering at the
University of Illinois in 1969. He holds B.S. and M.S. degrees in Electrical
Engineering from Purdue University and Massachusetts Institute of Technology
(MIT), respectively. Dr. Johnson serves as a director of Xymox Technologies,
Inc. and Armstrong Laser Technology, Inc.

   Thomas E. Mistler, 60, has served as a Director of the Company since 1977.
Since 1999 Mr. Mistler has been President, Chief Executive Officer and a
Director of ESCO Holding Corp. and Engineered Arresting Systems Corporation.
Previously, he was Senior Vice President of Energy Systems Business for
Westinghouse Electric Corporation in Pittsburgh, Pennsylvania. From 1984 to
1998, Mr. Mistler served in various engineering, marketing and general
management capacities with Westinghouse Electric Corporation in Morristown,
New Jersey, and Pittsburgh, Pennsylvania. He was located in Riyadh from 1981 to
1984 where he served as President of Westinghouse Saudi Arabia Limited. Mr.
Mistler joined Westinghouse Electric Corporation in 1965 after graduating from
Kansas State University with B.S. and M.S. degrees in Engineering. Mr. Mistler
is a trustee and former vice-chairman of Brothers Brother Foundation, an
international charitable organization.

   Joseph J. Corasanti, 38, has served as President and Chief Operating Officer
of CONMED Corporation, a publicly traded company, since 1999. From 1998 to 1999
he was Executive Vice President/General Manager of CONMED Corporation. He
served as General Counsel and Vice President-Legal Affairs for CONMED
Corporation from 1993 to 1998. From 1990 to 1993 he was an Associate Attorney
with the law firm of Morgan, Wenzel & McNicholas. Mr. Corasanti holds a B.A.
degree in Political Science from Hobart College and a J.D. degree from Whittier
College School of Law. He is a director of CONMED Corporation.

Existing Class One Director Whose Term Expires 2003

   Duncan A.J. Morrison, 65, has served as a Director of the Company since
1982. Mr. Morrison has been Chairman of ARRI Canada Ltd. since 2001.
Previously, he was President at ARRI Canada Ltd. from 1994 to 2001. He was a
Vice President of Corporate Financial Consulting with Seapoint Financial
Corporation in Toronto, Canada from 1990 to 1994. From 1987 until 1990, Mr.
Morrison was the Chief Financial Officer of the CTV Television Network Ltd. in
Toronto, Canada. From 1976 until 1986, Mr. Morrison was the Vice
President/Controller of Copperweld Corporation in Pittsburgh, Pennsylvania. He
was Vice President, Treasurer and the Comptroller of Kysor Industrial
Corporation in Cadillac, Michigan from 1966 to 1976. Mr. Morrison is a director
of Minder Research Corporation and 5N Plus Inc. Mr. Morrison was born in Canada
and graduated from Westerveld Business College in London, Ontario, with a B.A.
in Accounting.

                                      3

<PAGE>

Existing Class Two Directors Whose Terms Expire 2004

   Peter W. Sognefest, 61, has served as a Director of the Company since 1979.
Mr. Sognefest is currently Vice-Chairman of Xymox Technologies, Inc. From 1996
to 2002, Mr. Sognefest was President and Chief Executive Officer of Xymox
Technologies, Inc. From 1994 until 1996, he was President and Chief Executive
Officer of LH Research, Inc. From 1992 until 1994, he was President and Chief
Executive Officer of IRT Corporation. Until 1992, Mr. Sognefest was Chairman of
Digital Appliance Controls, Inc. (DAC; a wholly- owned subsidiary of Emerson
Electric Company). He founded DAC in 1984 to design, manufacture and market
digital appliance controls and sold DAC to Emerson Electric Company in July
1991. Mr. Sognefest was previously Vice President and General Manager of the
Industrial Electronics Division of Motorola, Inc. from 1982 to 1984, having
joined Motorola in 1977. From 1967 to 1977, he was with Essex Group, Inc., a
wholly owned subsidiary of United Technologies Corporation, where he held the
position of General Manager of Semi-Conductor Operations. Mr. Sognefest holds
B.S. and M.S. degrees in Electrical Engineering from the University of Illinois.

   Francis J. Kramer, 53, has served as a Director of the Company since 1989.
Mr. Kramer has been employed by the Company since 1983 and has been its
President and Chief Operating Officer since 1985. Mr. Kramer joined the Company
as Vice President and General Manager of Manufacturing and was named Executive
Vice President and General Manager of Manufacturing in 1984. Prior to his
employment by the Company, Mr. Kramer was the Director of Operations for the
Utility Communications Systems Group of Rockwell International Corp. Mr. Kramer
graduated from the University of Pittsburgh in 1971 with a B.S. degree in
Industrial Engineering and from Purdue University in 1975 with an M.S. degree
in Industrial Administration.

                    BOARD OF DIRECTORS AND BOARD COMMITTEES

   The Company's Board of Directors held five (5) meetings during the fiscal
year ended June 30, 2002. Each director attended at least 75% of the meetings
of the Board of Directors and any committee of which he is a member.

   Directors who are not also employees of the Company receive a fee of $1,250
per day for attending meetings of the Board of Directors, plus reimbursement of
expenses. In addition, eligible nonemployee directors may receive a grant of
options to purchase shares of the Company's Common Stock at the fair market
value of such Common Stock on the date of grant. Some of the Board's meetings
are held over a two-day period. Members of the Audit Committee of the Board of
Directors are paid $625 per meeting if held on a day other than a day on which
a Board meeting is held, plus reimbursement of expenses. No additional
compensation is paid to members of the Option Plan Committee, Purchase Plan
Committee, Compensation Committee or Nominating Committee.

Audit Committee

   The Board has an Audit Committee of independent, non-management directors
currently consisting of Duncan A.J. Morrison (Chairman) and Thomas E. Mistler.
The Audit Committee's duties, in accordance with its written Audit Committee
Charter, include monitoring performance of the Company's business plan,
reviewing the Company's internal accounting methods and procedures and
reviewing certain business strategies. The Audit Committee met twice in fiscal
2002.

   The Audit Committee Charter calls for three (3) independent directors to
serve on the Audit Committee. After the Annual Meeting and the election of
directors, the Board of Directors will elect an additional member to satisfy
the Audit Committee Charter requirement.

                                      4

<PAGE>

Option Plan Committee and Purchase Plan Committee

   The Board has an Option Plan Committee and a Purchase Plan Committee to
administer those plans. The duties of the Option Plan Committee include
administering and interpreting the Company's Stock Option Plan of 2001,
selecting from eligible employees those persons to whom options will be granted
and determining the type of option, the number of shares to be included in each
option, any restriction on exercise for some or all of the shares subject to
the option, and the option price. The Option Plan Committee establishes the
period in which each option may be exercised, either in whole or in part. The
Option Plan Committee also administers the Company's Nonemployee Directors
Stock Option Plan.

   The Purchase Plan Committee's duties include administering and interpreting
the Company's Amended and Restated Employee Stock Purchase Plan (the "Purchase
Plan"); proscribing, amending and rescinding rules and regulations relating to
the Purchase Plan; suspending the operation of the Purchase Plan; and making
all other determinations necessary to the administration of the Purchase Plan,
including the appointment of individuals to facilitate the day-to-day operation
thereof.

   The current members of each of these committees are Peter W. Sognefest
(Chairman), Thomas E. Mistler and Duncan A.J. Morrison. The Option Plan
Committee and the Purchase Plan Committee each met twice during fiscal 2002.

Compensation Committee

   The Board has a Compensation Committee, comprised of non-management
directors, which is responsible for determining the compensation of the
Company's executive officers and management. The Compensation Committee is
comprised of Peter W. Sognefest (Chairman), Thomas E. Mistler and Duncan
A.J. Morrison. The Compensation Committee met twice in fiscal 2002.

Nominating Committee

   In August 2002, the Board established a Nominating Committee. The Nominating
Committee recommends to the Board of Directors candidates for election to the
Board of Directors. It also reviews matters relating to potential conflicts of
interest and Directors' fees.

   The current members of the Nominating Committee are Thomas E. Mistler
(Chairman), Peter W. Sognefest and Francis J. Kramer.

   The Company's By-Laws describe in full the procedures to be followed by a
shareholder in recommending nominees for director. In general, such
recommendations can only be made by a shareholder entitled to notice of and to
vote at a meeting at which directors are to be elected, must be in writing and
must be received by the Chairman of the Company no later than (i) with respect
to the election of directors at an annual meeting, 90 days prior to the
anniversary date of the prior year's annual meeting, or (ii) with respect to
the election of directors at a special meeting, within 10 days after notice of
such meeting is given to shareholders or publicly disseminated. Furthermore,
the recommendation must include certain information regarding the nominating
shareholder and the nominee including their relationship and any understanding
between such persons regarding such nomination, the shares owned by the
nominating shareholder, the number of shares to be voted for such nominee and
information concerning such nominee that would be required in a proxy statement
filed with the Securities and Exchange Commission.

                                      5

<PAGE>

                 EXECUTIVE COMPENSATION AND OTHER INFORMATION

   The following table sets forth all cash compensation paid by the Company, as
well as other compensation paid or accrued, to each of its executive officers
(the "Named Executive Officers") for services rendered in all capacities during
the fiscal years ended June 30, 2002, 2001 and 2000:

<TABLE>
<CAPTION>
                                    Summary Compensation Table

                                                           Annual
                                                        Compensation    Securities
                                                      ----------------- Underlying    All Other
Name and Principal Position                      Year Salary  Bonus (1)  Options   Compensation (2)
---------------------------                      ---- ------- --------- ---------- ----------------
                                                       ($)       ($)       (#)           ($)
<S>                                              <C>  <C>     <C>       <C>        <C>
CARL J. JOHNSON--                                2002 251,000   89,000       --         15,000
  Chairman and Chief Executive Officer           2001 228,000  507,000    5,000         18,000
                                                 2000 205,000  473,000       --         14,000

FRANCIS J. KRAMER--                              2002 230,000   74,000       --         15,000
  President and Chief Operating Officer          2001 209,000  392,000    5,000         17,000
                                                 2000 188,000  368,000       --         14,000

HERMAN E. REEDY--                                2002 154,000   47,000       --         13,000
  Vice President and General Manager of Quality  2001 146,000  170,000    4,000         16,000
  and Engineering                                2000 140,000  149,000       --         12,000

JAMES MARTINELLI--                               2002 150,000   57,000       --         33,000
  General Manager of Laser Power Corporation and 2001 137,000  178,000    6,000         40,000
  Chief Financial Officer of II-VI Incorporated  2000 127,000  145,000       --         12,000

CRAIG A. CREATURO--                              2002  85,000   35,000       --         14,000
  Treasurer (3)                                  2001  75,000   71,000    3,000          9,000
</TABLE>
--------
(1) The amounts shown include management bonuses determined at the discretion
    of the Board of Directors based on the Company's performance; amounts
    received under the Bonus Incentive Plan and under the
    Management-By-Objective Plan for services rendered in the fiscal year; and
    bonuses deferred under the Deferred Compensation Plan. Under the Bonus
    Incentive Plan, each participant receives a cash bonus based on a formula
    percentage of the Company's profits determined annually by the Board of
    Directors. Partial bonus amounts are paid quarterly based on estimated
    Company performance, and the remainder is paid after fiscal year end and
    final determination of the applicable percentage by the Board of Directors.
    Bonus payments are pro-rated according to each participant's annual base
    compensation. Under the Company's Management-By-Objective Plan, a formula
    percentage of operating profits is determined annually by the Board of
    Directors and awarded to selected employees. These awards are based on
    graded performance of recipients measured against pre-established goals.
    Under the Deferred Compensation Plan, eligible participants can elect to
    defer a percentage of bonus compensation.

(2) Amounts shown are for premiums paid for life and disability insurance and
    certain relocation expenses. The amounts shown also include payments made
    pursuant to the Company's Profit Sharing Plan, which is qualified under
    Section 401 of the Internal Revenue Code of 1986, as amended.

(3) Mr. Creaturo became an executive officer of the Company on July 1, 2000.

Option Plan

   The Company's Board of Directors and shareholders in 1982 adopted an
Incentive Stock Option Plan which was amended and restated by the Board and
approved by the shareholders in 1987 as the II-VI Incorporated Stock Option
Plan of 1987, in 1990 as the II-VI Incorporated Stock Option Plan of 1990, in
1997 as the II-VI Incorporated Stock Option Plan of 1997 and in 2001 as the
II-VI Incorporated Stock Option Plan of 2001 (the Option Plan). The Option Plan
currently provides for the issuance of up to 3,120,000 shares of the Company's
Common Stock. As of June 30, 2002, approximately 250 officers and employees of
the Company were eligible for consideration to receive options under the Option
Plan.

                                      6

<PAGE>

   The following table sets forth information with respect to each of the
Company's Named Executive Officers concerning the exercise of options during
fiscal 2002 and unexercised options held as of June 30, 2002:

                Aggregated Option Exercises in Last Fiscal Year
                       and Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                                              Number of Securities        Value of Unexercised
                                             Underlying Unexercised           In-the-Money
                                           Options at Fiscal Year End  Options at Fiscal Year End
                  Shares Acquired  Value   -------------------------- -----------------------------
Name                on Exercise   Realized Exercisable/Unexercisable  Exercisable/Unexercisable (1)
----              --------------- -------- -------------------------- -----------------------------
                        (#)         ($)               (#)                          ($)
<S>               <C>             <C>      <C>                        <C>
CARL J. JOHNSON..     14,000      181,545        55,800/11,200               631,612/66,744
FRANCIS J. KRAMER     14,000      181,126        51,800/11,200               577,908/66,744
HERMAN E. REEDY..         --           --         19,200/8,800               167,692/51,912
JAMES MARTINELLI.      3,000       38,903        75,600/10,400               940,188/51,912
CRAIG A. CREATURO         --           --          3,000/3,000                 17,148/4,287
</TABLE>
--------
(1) Calculated on the basis of the fair market value of the underlying
    securities at fiscal year end, minus the exercise price.

Employment Agreements

   Carl J. Johnson, Francis J. Kramer and Herman E. Reedy have employment
agreements with the Company, terminable by either party on thirty days' prior
written notice, which contain, among other matters, provisions for payment of
compensation and benefits in the discretion of the Company, and agreements
regarding confidentiality, non-competition and assignment of inventions. The
employment agreements also provide that in the event the employee is terminated
by the Company for any reason except for fraud, theft, embezzlement or any
other dishonest act, the employee will continue to receive his base salary at
the time of termination for up to nine months after the date of termination.

Report of the Compensation Committee and Option Committee

   The Compensation Committee has the responsibility of recommending to the
Board of Directors appropriate salaries and bonuses for all executive officers
and top management of the Company. The Option Committee has the responsibility
of granting stock options to eligible employees including the executive
officers. Both committees are comprised of all of the non-management directors
of the Company.

Compensation Philosophy
..   To link the interests of executives and managers to the interests of
    shareholders and other potential investors.

..   To provide incentives for working toward increasing short-term and
    long-term shareholder value through growth-driven financial compensation.

..   To provide incentives for innovation, quality management, responsiveness to
    customer needs, environmental, health and safety performance and an
    action-oriented approach to opportunities in the marketplace.

..   To attract and retain individuals with the leadership and technical skills
    required to carry the Company into the future, and to grow the business.

..   To provide compensation in a manner that allows for shared risks by the
    executives and managers but also the potential for shared rewards.

                                      7

<PAGE>

Executive Compensation

   The Company uses a three-pronged approach to its executive compensation
program: 1) base salary; 2) potential for cash or stock bonuses; and 3)
incentive stock. The Company's compensation plans tie a significant portion of
executive compensation to performance goals. In fact, executive officers
collectively have over 25% to 50% of their compensation package "at-risk,"
which means it is not guaranteed but rather is received through bonuses or
incentive stock based on the Company's performance. In the aggregate, 26%, 62%,
and 63% of the executive officer's compensation for fiscal 2002, 2001, and 2000
respectively, on average, came from at-risk incentive directly related to
Company performance. During the course of each year, the Committee meets with
the CEO and COO of the Company to review recommendations on changes, if any, in
the base salary of each executive officer. Based on the Committee's judgment
and knowledge of salary practices, national surveys and an individual's
performance and contribution to the Company, the Committee modifies or approves
such recommendations.

   Base Salary:  The Company sets base salary levels for executive management
each year based on a number of factors, including the status of the competitive
marketplace for such positions, the responsibilities of the position, the
experience of the individual, the individual's performance during the past
year, and equity in relationship to other executive positions within the
Company.

   Cash Bonuses:  The Company awards cash bonuses under a Bonus Incentive Plan
which is based on a formula percentage of the Company's profits determined
annually by the Board of Directors. The Company also awards bonuses under a
Management-By-Objective Plan which is based on a formula percentage of
operating profits, determined annually by the Board, based on achievement of
certain strategic objectives integral to the annual operating plan.

   Incentive Stock:  The Company has a variable compensation plan covering all
employees, including executive officers, based on achievement of certain
objectives. On average, once every two fiscal years the Option Committee may
consider granting executive officers of the Company awards under the Option
Plan. These options, which generally vest over time, are awarded to officers
based on their continued contribution to the Company's achievement of financial
and operating objectives. These awards are designed to align the interests of
the Company's shareholders and to motivate the Company's executive officers to
remain focused on the overall long-term performance of the Company.

Chief Executive Officer and Chief Operating Officer

   In setting compensation for the Chief Executive Officer and Chief Operating
Officer, the Compensation Committee considers objective criteria including
performance of the business, accomplishments of long-term strategic goals and
the development of management. The Compensation Committee considers the
Company's revenue growth and earnings to be the most important factors in
determining the Chief Executive Officer's and Chief Operating Officer's
compensation package. Along with the financial performance factors, the
Compensation Committee also considers achievement of long-term strategic goals,
including enhancing the Company's reputation among both its customer and
investor bases during the year, and the market base salary of comparable
positions. The base salary has normally been 70-75% of the market base salary
due to the "at risk" portion of the compensation mentioned earlier.

                                          Compensation Committee and Option
                                            Committee

                                          Peter W. Sognefest, Chairman
                                          Thomas E. Mistler
                                          Duncan A.J. Morrison

                                      8

<PAGE>

Report of the Audit Committee

   The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended June 30, 2002,
included in the Company's Annual Report on Form 10-K. The information contained
in this report shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent that the Company specifically incorporates it by reference in such
filing.

Membership and Role of Audit Committee

   Each of the members of the Audit Committee is independent as defined under
the National Association of Securities Dealers' listing standards. The Audit
Committee operates under a written charter adopted by the Board of Directors.

Review with Management

   The Audit Committee has reviewed and discussed the Company's audited
financial statements with management.

Review and Discussions with Independent Accountants

   The Audit Committee has discussed with Deloitte & Touche LLP, the Company's
auditors, the matters required to be discussed by SAS 61 (Codification of
Statements on Accounting Standards) which includes, among other items, matters
related to the conduct of the audit of the Company's financial statements.

   The Audit Committee has also received written disclosures and the letter
from Deloitte & Touche LLP required by Independence Standards Board Standards
No. 1 (which relates to the accountant's independence from the Company and its
related entities) and has discussed with Deloitte & Touche LLP their
independence from the Company.

Conclusion

   Based on review and discussions referred to above, the Audit Committee
recommended to the Company's Board that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2002.

                                          Audit Committee

                                          Duncan A.J. Morrison, Chairman
                                          Thomas E. Mistler

                                      9

<PAGE>

                            PRINCIPAL SHAREHOLDERS

   The following table sets forth certain information available to the Company
as of August 10, 2002, regarding the ownership of the Company's Common Stock by
(i) each of the Company's directors and nominees; (ii) each of the Company's
Named Executive Officers; (iii) all executive officers and directors of the
Company as a group; and (iv) each person or group known by the Company to
beneficially own more than five percent (5%) of the Common Stock.
<TABLE>
<CAPTION>
                                                            Beneficial Ownership
                                                            of Common Stock (1)
                                                            -------------------
                                                             Shares     Percent
                                                             ---------  -------
  <S>                                                       <C>         <C>
  CARL J. JOHNSON (2)...................................... 2,263,359    16.1%
    c/o II-VI Incorporated
    375 Saxonburg Boulevard
    Saxonburg, Pennsylvania 16056
  THOMAS E. MISTLER (3) (4)................................   477,317     3.4%
  DUNCAN A.J. MORRISON (3) (5).............................    53,420       *
  PETER W. SOGNEFEST (3) (6)...............................    22,712       *
  JOSEPH J. CORASANTI......................................         0       *
  MARC Y.E. PELAEZ.........................................         0       *
  FRANCIS J. KRAMER (7)....................................   151,586     1.1%
  HERMAN E. REEDY (7)......................................    89,882       *
  JAMES MARTINELLI (7) (8).................................   117,906       *
  CRAIG A. CREATURO (7)....................................     3,800       *
  DIMENSIONAL FUND ADVISORS INC. (10)......................   826,320     5.9%
    1299 Ocean Avenue, 11th Floor
    Santa Monica, California 90401
  ALL EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES AS A GROUP
    (TEN PERSONS) (2)-(9).................................. 3,179,982    22.6%
</TABLE>
--------
*  Less than 1%

(1) Unless otherwise indicated, each of the shareholders named in the table has
    sole voting and investment power with respect to the shares beneficially
    owned, subject to the information contained in the footnotes to the table.

(2) Includes 1,818,952 shares of Common Stock over which Dr. Johnson has sole
    voting and investment power, 60,400 shares subject to stock options held by
    Dr. Johnson and exercisable within 60 days of August 10, 2002 under the
    Option Plan, and 139,747 shares in a charitable trust over which Dr.
    Johnson has shared voting and investment power. Also includes 244,260
    shares held by Dr. Johnson's spouse, as to which shares he disclaims
    beneficial ownership.

(3) Includes 30,000 shares subject to stock options held by Mr. Morrison, and
    15,000 shares subject to stock options held by each of Messrs. Mistler and
    Sognefest and exercisable within 60 days of August 10, 2002.

(4) Includes 87,374 shares held in trust and 374,943 shares held in limited
    partnerships in which Mr. Mistler is a general partner.

(5) Includes 1,000 shares held by Mr. Morrison's wife, as to which shares he
    disclaims beneficial ownership.

(6) Includes 580 shares held by Mr. Sognefest's son, as to which shares he
    disclaims beneficial ownership.

(7) Includes 56,400 shares, 22,800 shares, 79,600 shares and 3,600 shares
    subject to stock options held by Messrs. Kramer, Reedy, Martinelli, and
    Creaturo, respectively, and exercisable within 60 days of August 10, 2002.

(8) Includes 2,800 shares over which Mr. Martinelli has shared voting and
    investment power.

(9) Includes 315,200 shares subject to stock options held by executive
    officers, directors and nominees as a group and exercisable within 60 days
    of August 10, 2002.

(10) Based on its schedule 13G filed with the Securities and Exchange
     Commission on January 30, 2002, Dimensional Fund Advisors, Inc., a
     registered investment advisor ("Dimensional"), reports sole voting and
     dispositive power over 826,320 shares of Common Stock. Such shares are
     owned by various investment companies, trusts and accounts to which
     Dimensional provides investment advice.

                                      10

<PAGE>

          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   Dr. Johnson serves as a director of Xymox Technologies, Inc. Mr. Sognefest
is Vice-Chairman of Xymox Technologies, Inc., and during fiscal 2002 served as
a director of the Company and Chairman of the Compensation and Option
Committees.

                               PERFORMANCE GRAPH

   The following graph compares cumulative total stockholder return on the
Company's Common Stock with the cumulative total shareholder return of the
companies listed in the Nasdaq Market Index and with a peer group of companies
constructed by the Company (the "Old Peer Group") and a new peer group of
companies constructed by the Company (the "New Peer Group"), for the period
from June 30, 1997, through June 30, 2002. The New Peer Group includes AXT,
Inc., Coherent Inc., Electro Scientific Industries, Inc., Excel Technology Inc.
and Rofin-Sinar. The Old Peer Group consisted of these same companies excluding
AXT, Inc. but included Spectra-Physics, Inc. (formerly Spectra-Physics Lasers,
Inc.). Spectra-Physics, Inc. was acquired by Thermo Electron Corporation and
ceased being a publicly traded entity in February 2002 and, therefore, has been
removed from both the Old Peer Group and the New Peer Group for all periods
presented.

                                      [CHART]
                    COMPARE FIVE YEAR CUMULATIVE TOTAL RETURN
         AMONG II-VI INCORPORATED, NASDAQ MARKET INDEX AND PEER GROUPS


          II-VI        NASDAQ Index    Old Peer Group           New Peer Group
  1997    100          100             100                      100
  1998     67.86       131.63           86.68                    96.72
  1999     45.24       189.11           93.86                   120.45
  2000    230.36       279.59          306.90                   327.90
  2001    166.67       151.56          166.86                   184.35
  2002    140.67       103.34          134.42                   122.73


   The above graph represents and compares the value, through June 30, 2002, of
a hypothetical investment of $100 made at the closing price on June 30, 1997,
in each of (i) the Company's Common Stock, (ii) the Nasdaq Market Index, (iii)
the companies comprising the Old Peer Group and (iv) the companies comprising
the New Peer Group, assuming, in each case, the reinvestment of dividends. The
cumulative shareholder return through June 30, 2002 indicates that the Company
has outperformed the Nasdaq Market Index, the Old Peer Group and the New Peer
Group.

                                      11

<PAGE>

                     RATIFICATION OF SELECTION OF AUDITORS

   Unless otherwise directed by the shareholders, proxies will be voted for the
ratification of the Board of Directors' selection of Deloitte & Touche LLP as
the Company's independent auditors for the fiscal year ending June 30, 2003.
The affirmative vote of the holders of at least a majority of the votes which
all shareholders present at the Annual Meeting are entitled to cast is required
to ratify such selection. A representative of Deloitte & Touche LLP is expected
to be present at the Annual Meeting to respond to appropriate questions and
will have the opportunity to make a statement if such person so desires.

   Audit Fees  The total fees billed by Deloitte & Touche LLP, the member firms
of Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered for the audit of the Company's
annual financial statements for the fiscal year ended June 30, 2002 and for the
reviews of the financial statements included in the Company's Quarterly Reports
on Form 10-Q for that fiscal year were $169,000.

   Financial Information Systems Design and Implementation Fees  Deloitte did
not perform any information technology services relating to financial
information systems design and implementation during the fiscal year ended June
30, 2002.

   All Other Fees  The aggregate fees billed by Deloitte for services rendered
to the Company, other than the services described above under "Audit Fees", for
the fiscal year ended June 30, 2002 were $367,000.

   The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.

                             SHAREHOLDER PROPOSAL

   The Company received a shareholder proposal from Mr. James Hollister. Mr.
Hollister requested that the Company include the proposal in this proxy
statement. Following SEC rules, other than minor formatting changes, the
Company is reprinting the proposal and supporting statements as they were
submitted to us. The Company takes no responsibility for Mr. Hollister's
proposal, which is as follows:

          The shareholders of II-VI Incorporated request that the Board of
       Directors rescind the so-called "Shareholder Rights Plan" passed by the
       Board of Directors and announced to the public August 14, 2001 and
       refrain from passing future such resolutions unless previously approved
       by a majority of the shareholders.

          In my opinion, the Board resolution may make a hostile takeover of
       II-VI Incorporated very difficult. In my view, II-VI Incorporated
       already had mechanisms in place which may have made a hostile takeover
       difficult. Management currently owns over 19% of outstanding stock, and
       management's continued employment could be considered important to the
       future success of a high-tech company such as II-VI Incorporated. Also,
       elections of the II-VI Incorporated's Board of Directors are staggered
       and, under Pennsylvania Business Corporation Law Section 515, the board
       may consider the interests of all stakeholders when evaluating takeover
       proposals. In my opinion, it makes no sense to risk depressing demand
       for II-VI common stock via a needless impairment of shareholder rights.

   The Board of Directors' statement of opposition follows on the next page.

                                      12

<PAGE>

                  BOARD OF DIRECTORS' STATEMENT OF OPPOSITION

The Board of Directors recommends a vote AGAINST the shareholder proposal for
the following reasons:

   The Board of Directors believes that our Shareholder Rights Plan better
enables the Board to act in the best interests of the Company, taking into
account all pertinent factors, including (i) the interests of the Company's
shareholders, customers, employees, creditors, suppliers and the communities in
which it is located, (ii) the short-term and long-term interests of the
Company, including benefits that may accrue to the Company from its long-term
plans and the possibility that those interests may be best served by the
continued independence of the Company and (iii) the resources, intent and
conduct (past, stated and potential) of any person seeking to acquire control
of the Company. Further, the Board of Directors believes that the maintenance
of our Shareholder Rights Plan is essential to preventing takeovers that the
Board of Directors determines to be not in the best interest of the Company,
including takeovers that are abusive, coercive or unfair (because the price
offered to shareholders is inadequate or otherwise). Our Shareholder Rights
Plan provides the Board with an additional degree of control in these
situations and permits the Board to exercise its fiduciary duties to act in the
best interests of the Company. Shareholder rights plans are commonly used by
boards of directors for these reasons. According to a survey conducted by the
Investor Responsibility Research Center in 2000, more than 2,000 companies,
including more than half of the companies in the S&P 500 Index, have adopted
some form of rights plan.

   Contrary to the proponent's contentions, the existence of shareholder rights
plans do not deter hostile bidders, and shareholder rights plans act to
increase shareholder value, rather than decrease it, thereby potentially
increasing demand for the stock of the Company. A study conducted by Georgeson
& Company Inc, a nationally recognized proxy solicitor and investor relations
firm, analyzed data between 1992 and 1996 to determine what effect shareholder
rights plans had on shareholder value. Their findings were as follows:

  .   Premiums paid to acquire target companies with rights plans were on
      average eight percent higher than premiums paid to target companies
      without rights plans;

  .   Rights plans contributed an additional $13 billion in shareholder value
      during the five year period and shareholders of acquired companies
      without rights plans gave up $14.5 billion in potential premiums;

  .   The presence of a rights plan did not increase the likelihood of
      withdrawal of a friendly takeover bid nor the defeat of a hostile one; and

  .   Rights plans did not reduce the likelihood of a company becoming a
      takeover target.

   In summary, this proposal would deny the Board the degree of control and
flexibility, which is necessary to effectively respond to hostile bids, so as
to act in the best interests of the Company. Additionally, requiring the Board
to seek shareholder approval with respect to future resolutions concerning
shareholder rights plans would undermine the Board's ability to quickly respond
to hostile takeover bids in a manner which most effectively protects the
interests of the Company.

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE SHAREHOLDER PROPOSAL
FOR THE REASONS DISCUSSED ABOVE.

                                      13

<PAGE>

                   FORM 10-K ANNUAL REPORT TO THE SECURITIES
                            AND EXCHANGE COMMISSION

   A copy of the Annual Report on Form 10-K of the Company for the fiscal year
ended June 30, 2002, as filed with the Securities and Exchange Commission is
included in the Annual Report to Shareholders which is being furnished with
this proxy statement. A shareholder may obtain additional copies of the Form
10-K without charge and a copy of any exhibits thereto upon payment of a
reasonable charge limited to the Company's costs of providing such exhibits by
writing to Craig A. Creaturo, Treasurer of II-VI Incorporated, 375 Saxonburg
Boulevard, Saxonburg, Pennsylvania 16056.

                                 OTHER MATTERS

   The Company knows of no other matters to be presented for action at the
meeting. However, if any other matters should properly come before the meeting
it is intended that votes will be cast pursuant to the proxy in respect thereto
in accordance with the best judgment of the persons acting as proxies.

   The Company will pay the expense in connection with the printing, assembling
and mailing to the holders of capital stock of the Company the notice of
meeting, this proxy statement and the accompanying form of proxy. In addition
to the use of the mails, proxies may be solicited by directors, officers or
regular employees of the Company personally or by telephone or telegraph. The
Company may request the persons holding stock in their names, or in the names
of their nominees, to send proxy material to and obtain proxies from their
principals, and will reimburse such persons for their expense in so doing.

Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who beneficially own
more than ten percent of a class of the Company's registered equity securities
to file with the Securities and Exchange Commission and deliver to the Company
initial reports of ownership and reports of changes in ownership of such
registered equity securities.

   To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, the Company's directors, executive officers and more
than ten percent shareholders filed all reports due under Section 16(a) for the
period from July 1, 2001, through June 30, 2002, with the exception of filing
of a delinquent report of charitable gift transactions by Carl J. Johnson.

Shareholder Proposals

   Proposals by shareholders intended for inclusion in the Company's proxy
statement and form of proxy for the Annual Meeting of the Company expected to
be held in November 2003 must be delivered to Robert D. German, Secretary of
II-VI Incorporated, 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056, by
May 30, 2003. Rules under the Securities Exchange Act of 1934, as amended,
describe the standards as to the submission of shareholder proposals.
Additionally, the Board-appointed proxies will have discretionary authority to
vote on any proposals by shareholders that are not intended to be included in
the Company's proxy materials for the 2003 Annual Meeting, but are intended to
be presented by the shareholder from the floor, unless notice of the intent to
make such proposal is received by Mr. German at the address above on or before
August 13, 2003.

                                      14

<PAGE>


                                       P
                                       R
                                       O
                                       X
                                       Y
                              II-VI INCORPORATED

                   THIS PROXY IS SOLICITED ON BEHALF OF THE
                       BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Peter W. Sognefest and Francis J. Kramer or
either of them, with power of substitution to each, as proxies to represent and
to vote as designated on the reverse all of the shares of Common Stock held of
record at the close of business on September 10, 2002 by the undersigned at the
annual meeting of shareholders of II-VI Incorporated to be held at the
Treesdale Golf & Country Club, One Arnold Palmer Drive, Gibsonia, Pennsylvania
15044, on November 1, 2002, and at any adjournment thereof.


               (PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY)

<PAGE>


                                       X

Please mark your votes as in this example.



THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS NUMBERED 1, 2 and
                    3 AND "AGAINST" THE PROPOSAL NUMBERED 4

1.ELECTION OF CLASS ONE DIRECTOR
                                      FOR
                                      [_]
                                   WITHHOLD
                                   AUTHORITY
                                      [_]
                                   Nominee:
                               Marc Y.E. Pelaez

FOR, except vote withheld from the following nominee:

--------------------------------------------------------------------------------
2.ELECTION OF CLASS THREE DIRECTORS
                                      FOR
                                      [_]
                                   WITHHOLD
                                   AUTHORITY
                                      [_]
                                   Nominees:
                                Carl J. Johnson
                               Thomas E. Mistler
                              Joseph J. Corasanti

FOR, except vote withheld from the following nominees:

--------------------------------------------------------------------------------
3.Ratification of the Board of Directors' selection of Deloitte & Touche LLP as
  auditors for the Company and its subsidiaries for the 2003 fiscal year.
                                      FOR
                                      [_]
                                    AGAINST
                                      [_]
                                    ABSTAIN
                                      [_]
4.The shareholder proposal submitted by James Hollister
                                      [_]
                                      [_]
                                      [_]
Unless otherwise specified in the squares provided, the proxies shall vote in
the election of directors for the nominees listed at left hereof, for
ratification of the selection of Deloitte & Touche LLP as auditors and against
the shareholder proposal. Proxies also shall have discretionary power to vote
upon such other matters as may properly come before the meeting or any
adjournment thereof.

A majority of such proxies who shall be present and shall act at the meeting
(or if only one shall be present and act, then that one) may exercise all
powers hereunder.

PLEASE MARK, SIGN, DATE AND RETURN IMMEDIATELY.
_______________________________________________________________________________
                                   SIGNATURE
      Date: ____________________________________________________________ , 2002
_______________________________________________________________________________
                           SIGNATURE IF HELD JOINTLY
      Date: ____________________________________________________________ , 2002
Important: Shareholders sign here exactly as name appears hereon.

