EX-99.1 4 d647968dex991.htm EX-99.1

Exhibit 99.1

SPECIAL MEETING OF STOCKHOLDERS OF FINISAR CORPORATION , 2019 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at—http://www.astproxyportal.com/ast/16262 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00030030300000000000 8 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method. FOR AGAINST ABSTAIN 1. Proposal to adopt the Agreement and Plan of Merger, dated as of November 8, 2018, as may be amended from time to time (the “Merger Agreement”), by and among II-VI Incorporated, a Pennsylvania corporation (“II-VI”), Mutation Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of II-VI, and Finisar Corporation, a Delaware corporation ( “Finisar”) (the “Merger Proposal”). 2. Proposal to approve adjournments of the special meeting of Finisar’s stockholders (the “Finisar Special Meeting”), if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Finisar Special Meeting to approve the Merger Proposal. 3. Proposal to approve, by non-binding, advisory vote, certain compensation that may be paid or become payable to Finisar’s named executive officers in connection with the merger contemplated by the Merger Agreement and the agreements and understandings pursuant to which such compensation may be paid or become payable. Signature of Stockholder Date: Signature of Stockholder Date: Note: title Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

FINISAR CORPORATION Special Meeting of Stockholders , 2019 This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Michael Hurlston and Kurt Adzema, or either of them, as proxies and attorneys-in-fact, each with full power of substitution, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Finisar Corporation that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held on , 2019, , and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR proposals 1, 2 and 3, and at the discretion of the proxies with regard to any other matter that may properly come before the meeting or any continuation, adjournment or postponement thereof. (Continued and to be signed on the reverse side.) 1.1 14475