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): June 14, 2017
Griffin Capital Essential Asset REIT II, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-55605
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MD
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46-4654479
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(State or other jurisdiction of
incorporation)
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(IRS Employer
Identification No.)
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Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, CA 90245
(Address of principal executive offices, including zip code)
(310) 469-6100
(Registrant's telephone number, including area code)
None
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
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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.
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 14, 2017, Griffin Capital Essential Asset REIT II, Inc. (the "Registrant") held its 2017 Annual Meeting of Stockholders (the "2017 Annual Meeting") at Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California ("Griffin Capital Plaza"). At the 2017 Annual Meeting, the following directors were each elected to serve as a director until the 2018 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.
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Votes For:
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Votes Withheld:
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Broker Non-Votes:
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Kevin A. Shields
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26,476,631
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587,823
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11,321,950
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Michael J. Escalante
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26,479,069
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585,385
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11,321,950
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Samuel Tang
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26,451,303
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613,151
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11,321,950
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Kathleen S. Briscoe
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26,489,130
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575,324
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11,321,950
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J. Grayson Sanders
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26,482,876
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581,578
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11,321,950
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At the 2017 Annual Meeting, the appointment of Ernst & Young LLP as the Registrant's independent registered public accounting firm for the year ending December 31, 2017 was ratified by the following vote:
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Votes For:
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Votes Against:
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Votes Abstained:
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Ratification of Appointment of Ernst & Young LLP
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37,407,511
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217,777
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761,116
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Item 8.01 Other Events
Amendment No. 5 to Advisory Agreement
On June 14, 2017, the Registrant entered into Amendment No. 5 to Advisory Agreement (the "Amendment") among the Registrant, Griffin Capital Essential Asset Operating Partnership II, L.P, and Griffin Capital Essential Asset Advisor II, LLC (the "Advisor") to clarify the definition of Follow-On Offering to conform such definition to the original intentions of the board of directors and Advisor to limit the types of follow-on offerings under such definition.
The foregoing description of the Amendment is qualified in its entirety by reference to the terms of the Amendment, which is attached as Exhibit 99.1 hereto.
Item 9.01.
Exhibits
(d) Exhibits.
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99.1
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Amendment No. 5 to Advisory Agreement dated June 14, 2017
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Signature(s)
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.
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Griffin Capital Essential Asset REIT II, Inc.
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Date: June 15, 2017
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By:
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/s/ Howard S. Hirsch
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Howard S. Hirsch
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Vice President and Secretary
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AMENDMENT NO. 5 TO ADVISORY AGREEMENT
THIS AMENDMENT NO. 5 TO ADVISORY AGREEMENT, dated as of June 14, 2017 is entered into among GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., a Maryland corporation (the “Company”), GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (the “Operating Partnership”) and GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLC, a Delaware limited liability company (the “Advisor”).
RECITALS
WHEREAS, the Company, the Operating Partnership and the Advisor are parties to an Advisory Agreement dated July 31, 2014, as amended by that certain Amendment No. 1 to Advisory Agreement dated March 18, 2015, Amendment No. 2 to Advisory Agreement dated November 2, 2015, Amendment No. 3 to Advisory Agreement dated December 16, 2015 and Amendment No. 4 to Advisory Agreement dated February 9, 2016 (collectively, the “Advisory Agreement”), pursuant to which the Advisor agreed to provide certain services to the Company and the Operating Partnership, and the Company agreed to provide certain compensation to the Advisor in exchange for such services; and
WHEREAS, the Company, the Operating Partnership and the Advisor desire to amend the Advisory Agreement in order to clarify the definition of what constitutes a Follow-On Offering for purposes of the Advisory Agreement.
NOW THEREFORE, the Company, the Operating Partnership and the Advisor hereby modify and amend the Advisory Agreement as follows:
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1.
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Defined Terms.
Capitalized terms used herein and not defined herein shall have the meanings set forth in the Advisory Agreement.
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2.
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Amendment to Advisory Agreement.
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The following term defined in Article I is hereby removed and replaced with the following:
“Follow-On Offering” means an offering of stock that is registered with the SEC subsequent to the Initial Public Offering that includes provision for the Advisor to fund all or a portion of up-front fees of such offering. “Follow-On Offering” excludes offerings with no such Advisor funding and offerings under any employee benefit plan.
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3.
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Amendment.
This Amendment may not be amended or modified except in writing signed by all parties.
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4.
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Governing Law.
This Amendment shall be governed by and construed in accordance with the laws of the State of California.
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5.
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Counterparts.
This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument.
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[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF,
the parties have executed this Amendment No. 5 to Advisory Agreement to be effective for all purposes as of the date first above written.
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THE COMPANY:
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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC.
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By:
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/s/ Kevin A. Shields
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Kevin A. Shields
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Chief Executive Officer
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THE OPERATING PARTNERSHIP:
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GRIFFIN CAPITAL ESSENTIAL ASSET OPERATING PARTNERSHIP II, L.P.
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By:
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GRIFFIN CAPITAL ESSENTIAL ASSET REIT II, INC., ITS GENERAL PARTNER
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By:
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/s/ Kevin A. Shields
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Kevin A. Shields
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Chief Executive Officer
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THE ADVISOR:
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GRIFFIN CAPITAL ESSENTIAL ASSET ADVISOR II, LLC
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By:
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/s/ Kevin A. Shields
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Kevin A. Shields
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Chief Executive Officer
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