FNSR Finisar Corp

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 26, 2019, Finisar Corporation, a Delaware corporation (“Finisar” or the “Company”), held a special meeting of the Company’s stockholders in Menlo Park, California (the “Finisar Special Meeting”). As of February 5, 2019, the Company’s record date for the Special Meeting, there were a total of 117,900,912 shares of common stock, par value $0.001 per share, (the “Finisar common stock”) outstanding and entitled to vote at the Finisar Special Meeting. At the Finisar Special Meeting, 87,585,666 shares of Finisar common stock were present or represented by proxy and, therefore, a quorum was present.  The Company’s stockholders voted on three proposals, each of which was approved by the requisite vote of the Company’s stockholders. The final voting results for the proposals are set forth below.

Proposal 1 : A 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 wholly owned subsidiary of II-VI Incorporated, and Finisar (the “Merger Proposal”).

Proposal 2 : A proposal to approve adjournments of 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.

Proposal 3 : A 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.

The affirmative vote of stockholders of the Company holding a majority of the outstanding shares of Finisar common stock entitled to vote on the Merger Proposal satisfies one of the conditions to the closing of the merger contemplated by the Merger Agreement, which remains subject to other customary closing conditions.