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.)

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Hines Global ~~REIT II,~~Income Trust, Inc.

(Name of Registrant as Specified In Its Charter)

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

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Hines Global ~~REIT II,~~Income Trust, Inc.

2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held September ~~15, 2016~~9, 2020

To the stockholders of Hines Global ~~REIT II,~~Income Trust, Inc.:

I am pleased to invite our stockholders to the annual meeting of stockholders of Hines Global ~~REIT II,~~Income Trust, Inc. The annual meeting will be held at the Uptown Room, located on the 2nd floor of Williams Tower, 2800 Post Oak Boulevard, Houston, Texas 77056 at 9:00 a.m., local time, on September ~~15, 2016.~~9, 2020. At the meeting, you will be asked to:

elect five directors for one-year terms expiring in ~~2017;~~2021 and until their successors are duly elected and qualify;

ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting ~~firm;~~firm for the fiscal year ending December 31, 2020; and

conduct such other business as may properly come before the annual meeting or any postponement adjournment thereof.

Our board of directors has fixed the close of business on June ~~17, 2016~~12, 2020 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. Only record holders of common stock at the close of business on the record date are entitled to notice of, and to vote, at the annual meeting.

For further information regarding the matters to be acted upon at the annual meeting, I urge you to carefully read the accompanying proxy statement. If you have questions about these proposals or would like additional copies of the proxy statement, please contact: Hines Global ~~REIT II,~~Income Trust, Inc., Attention: ~~Ryan T. Sims, Chief Financial Officer and Secretary,~~Hines Global Income Trust Investor Relations, 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118 (telephone: (888) 220-6121).

Whether you own few shares or many shares and whether you plan to attend in person or not, it is important that your shares be voted on matters that come before the meeting. If you do not attend the meeting and vote in person, you may vote your shares by using a toll-free telephone number or the Internet. Instructions for using these convenient services are provided on the enclosed proxy card and in the attached proxy statement. If you prefer, you may vote your shares by marking your votes on the proxy card, signing and dating it, and mailing it in the envelope provided. If you sign and return your proxy card without specifying your choices, it will be understood that you wish to have your shares voted in accordance with the directors’ recommendations.

We currently intend to hold the annual meeting in person in Houston, Texas. However, we are actively monitoring developments with respect to the coronavirus (COVID-19) pandemic and the advice and guidance of public health officials, including guidelines on limits to the number of people permitted to congregate in one location. We are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the annual meeting in person, we will announce any change in date, time or location of the meeting as promptly as practicable, which may include postponing or adjourning the annual meeting or holding the annual meeting by means of remote communication. We will make any announcement regarding a change to the date, location or format of the annual meeting by issuing a press release, by filing definitive additional materials with the U.S. Securities and Exchange Commission and by taking all other steps necessary to inform our stockholders of the change. Please monitor our website at https://www.hinessecurities.com/current-offerings/hgit/, news releases and our filings with the U.S. Securities and Exchange Commission for updated information. If you are planning to attend the annual meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.

You are cordially invited to attend the annual meeting.

Your vote is important.



	By Order of the Board of Directors,

	Jeffrey C. Hines
	Chairman and CEO

Houston, Texas

~~April 27, 2016~~June 12, 2020

Proxy Statement

TABLE OF CONTENTS



INTRODUCTION	1
INFORMATION ABOUT THE MEETING AND VOTING	12
PROPOSAL ONE: ELECTION OF DIRECTORS	45
General	45
Nominees for ~~the~~our Board of Directors	5
CORPORATE GOVERNANCE	89
Audit Committee	89
Nominating and Corporate Governance Committee	910
Conflicts Committee	1011
Compensation Committee	1011
Valuation Committee	1011
Code of Business Conduct and Ethics	1112
Compensation Committee Interlocks and Insider Participation	1112
Board Leadership Structure and Role in Risk Oversight	1112
DIRECTOR COMPENSATION	1214
EXECUTIVE OFFICERS	1316
EXECUTIVE COMPENSATION	1519
STOCK OWNERSHIP BY DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN STOCKHOLDERS	1620
Ownership	1620
Section 16(a) Beneficial Ownership Reporting Compliance	1620
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	1721
Our Advisor	1721
The Dealer Manager	1923
Hines	1923
Ownership Interests	2025
Policies and Procedures for Review of Related Party Transactions	2025
PROPOSAL TWO: RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	2126
Fees	2126
Pre-approval Policies and Procedures	2126
AUDIT COMMITTEE REPORT	22
~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	2227
OTHER MATTERS PRESENTED FOR ACTION AT THE ~~2015~~2020 ANNUAL MEETING	2228
STOCKHOLDER PROPOSALS FOR THE ~~2016~~2021 ANNUAL MEETING	2329

This proxy statement is dated June 12, 2020 and is first being delivered or made available to stockholders on June 26, 2020.

Hines Global ~~REIT II,~~Income Trust, Inc.

2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056-6118

PROXY STATEMENT

INTRODUCTION

The accompanying proxy ~~mailed~~card, delivered or made available to our stockholders together with this proxy statement, is solicited by and on behalf of the board of directors of Hines Global ~~REIT II,~~Income Trust, Inc. (which we refer to in this proxy statement as “Hines ~~Global II”~~Global” or the “Company”) for use at the annual meeting of our stockholders and at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our” or like terms also refer to the Company. The mailing address of our principal executive offices is 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118. We expect to ~~mail~~deliver or make this proxy statement and the accompanying proxy card available to our stockholders on or about June ~~24, 2016.~~26, 2020. Our ~~2015~~2019 Annual Report to Stockholders was ~~mailed~~delivered or made available to our stockholders on or about April ~~29, 2016.~~30, 2020.

Important Notice Regarding Availability of Proxy Materials

This proxy statement, the form of proxy card, our ~~2015~~2019 Annual Report to Stockholders and our annual report on Form 10-K for the year ended December 31, ~~2015,~~2019, are available in the SEC Filings section of our website at www.hinessecurities.com/~~reits/hines-global-reit-2/~~hgit/sec-filings/.

Stockholders may also obtain a copy of these materials by writing to Hines Global ~~REIT II,~~Income Trust, Inc., Attention: ~~Ryan T. Sims, Chief Financial Officer~~Jason P. Maxwell, General Counsel and Secretary. Upon payment of a reasonable fee, stockholders may also obtain a copy of the exhibits to our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2019.

INFORMATION ABOUT THE MEETING AND VOTING

What is the date of the annual meeting and where will it be held?

Our ~~2016~~2020 annual meeting of stockholders will be held on September ~~15, 2016,~~9, 2020, at 9:00 a.m., local time. The meeting will be held at the Uptown Room, located on the 2nd floor of Williams Tower, 2800 Post Oak Boulevard, Houston, Texas 77056.

What will I be voting on at the meeting?

At the meeting, you will be asked to:

elect five directors for one-year terms expiring ~~in 2017;~~at the 2021 annual meeting of stockholders and until their successors are duly elected and qualify;

ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting ~~firm;~~firm for the fiscal year ending December 31, 2020; and

conduct such other business as may properly come before the annual meeting or any postponement or adjournment thereof.

Our board of directors does not know of any matters that may be acted upon at the meeting other than the matters set forth in the bullets listed above.

Who can vote at the meeting?

The record date for the determination of holders of our common ~~shares~~stock entitled to notice of and to vote at the meeting, or any adjournment or postponement of the meeting, is the close of business on June ~~17, 2016.~~12, 2020. Each holder of our common ~~shares~~stock issued and outstanding as of the record date is entitled to vote at the meeting. ~~As of April 1, 2016, approximately 14.1~~On the record date, 95.9 million shares of our common stock were issued and outstanding.

How many votes do I have?

Each share of our common stock has one vote on each matter considered at the meeting or any postponement or adjournment thereof. The enclosed proxy card shows the number of shares of common ~~shares~~stock you are entitled to vote.

How can I vote?

You may vote in person at the meeting or by proxy. Stockholders have the following three options for submitting their votes by proxy:

via the Internet at http://~~www.cesvote.com;~~www.proxyvote.com/HGIT;

by telephone, by calling toll free ~~1-888-693-8683;~~1-800-690-6903; or

by mail, by completing, signing, dating and returning your proxy card in the enclosed envelope.

~~For those stockholders with Internet access, we~~We encourage you to authorize a proxy to vote your shares via the Internet, a convenient means of voting that also provides cost savings to us. In addition, when you authorize a proxy to vote your shares via the Internet or by phone prior to the meeting date, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and, therefore, not be counted. For further instructions on voting and the control number required to ~~submit~~authorize a proxy to vote your ~~vote~~shares via the Internet or by phone, see your proxy card enclosed with this proxy statement.

If your shares of common stock are held in an account by a bank, broker, or other nominee on your behalf, you may receive instructions from your bank, broker, or other nominee describing how to vote your shares. A number of banks and brokerage firms participate in a program that also permits stockholders to direct their vote by the Internet or telephone. This option is separate from that offered by ~~Alliance Advisors,~~Broadridge Financial Solutions, Inc, the firm we have retained to aid in the solicitation process, and should be reflected on the voting form from a bank or brokerage firm that accompanies this proxy statement. If your shares are held in an account at a bank or brokerage firm that participates in such a program, you may direct the ~~vote~~voting of these shares by the Internet or telephone by following the instructions on the voting form enclosed with the proxy from the

bank or brokerage firm. Directing the voting of your shares will not affect your right to vote in person if you decide to attend the annual meeting.

You also may vote your shares at the meeting. If you attend the annual meeting, you may submit your vote in person, and any previous votes that you submitted, whether by Internet, phone or mail, will be superseded by the vote that you cast at the annual meeting. To obtain directions to be able to attend the meeting and vote in person, contact Hines Global ~~REIT II~~Income Trust Investor Relations at (888) 220-6121.

How will proxies be voted?

Shares represented by valid proxies will be voted at the meeting in accordance with the directions given. If the enclosed proxy card is signed and returned without any directions given, the shares will be voted “for” the election of the nominees for director named in the proxy, and “for” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting ~~firm.~~firm for the fiscal year ending December 31, 2020.

~~The~~Our board of directors does not intend to present, and has no information indicating that others will present, any business at the annual meeting other than as set forth in the attached Notice of Annual Meeting of Stockholders. However, if other matters requiring the vote of our stockholders come before the meeting, it is the intention of the persons named in the accompanying proxy card to vote the proxies held by them in accordance with their discretion on such matters.

How can I change my vote or revoke a proxy?

You have the unconditional right to revoke your proxy at any time prior to the voting thereof by submitting a later-dated proxy (either in the mail, or by telephone or the Internet), by attending the meeting and voting in person or by written notice to us addressed to: Hines Global ~~REIT II,~~Income Trust, Inc., Attention: ~~Ryan T. Sims, Chief Financial Officer~~Jason P. Maxwell, General Counsel and Secretary, 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118. No written revocation shall be effective, however, unless and until it is received by us at or prior to the meeting.

What ~~if I return my proxy but do not mark it to show how I am voting?~~

~~If your proxy card is signed and returned without specifying your choices, your shares will be voted as recommended by the board of directors.~~

~~What~~ are the board’s recommendations?

~~The~~Our board of directors recommends that you vote “for” Proposals 1 and 2.

What vote is required to approve each proposal?

Election of Directors. There is no cumulative voting in the election of our directors. Each director is elected by the affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy at the meeting. Any shares not voted (whether by abstention, withholding authority or broker non-vote) will have the effect of votes against the election of nominees to our board of directors.

Ratification of Appointment of Independent Auditors. This proposal requires the affirmative vote of a majority of the votes cast at the meeting. Any shares not voted (whether by abstention, broker non-vote, or otherwise) have no impact on the vote.

What constitutes a “quorum”?

The presence at the meeting, in person or represented by proxy, of the holders entitled to cast at least 50 percent of all of the votes entitled to be cast at the meeting constitutes a quorum. Abstentions and broker non-votes will be counted as present for the purpose of establishing a quorum; however, abstentions and broker non-votes will not be counted as votes cast.

Will you incur expenses in soliciting proxies?

We will bear all costs associated with soliciting proxies for the meeting. Solicitations may be made on behalf of our board of directors by mail, personal interview, telephone or other electronic means by our officers and other employees of Hines Global REIT II Advisors LP (our “Advisor”), who will receive no additional compensation. We have retained ~~Alliance Advisors~~Broadridge Financial Solutions, Inc to aid in the solicitation of proxies. We will pay ~~Alliance Advisors~~Broadridge Financial Solutions, Inc a fee of approximately $5,000 in addition to variable costs related to the solicitation of proxies as well as reimbursement of its out-of-pocket expenses. We will request that banks, brokers, custodians, nominees, fiduciaries and other record holders forward copies of the proxy materials to people on whose behalf they hold shares of common stock and request authority for the exercise of proxies by the record holders on behalf of those people, if necessary. In compliance with the regulations of the

Securities and Exchange Commission (the “SEC”), we will reimburse such persons for reasonable expenses incurred by them in forwarding proxy materials to the beneficial owners of our common stock.

What does it mean if I receive more than one proxy card?

Some of your shares may be registered differently or held in different accounts. You should authorize a proxy to vote the shares held in each of your accounts by telephone, the Internet or mail. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should contact Hines Global ~~REIT II~~Income Trust Investor Relations at 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118 or call us at (888) 220-6121. Combining accounts reduces excess printing and mailing costs, resulting in cost savings to us that benefit you as a stockholder.

What if I receive only one set of proxy materials although there are multiple stockholders at my address?

The SEC has adopted a rule concerning the delivery of documents filed by us with the SEC, including proxy statements and annual reports to stockholders. The rule allows us to, with the consent of affected stockholders, send a single set of any annual report, proxy statement, proxy statement combined with a prospectus or information statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as “Householding.” This rule benefits both you and us. It reduces the volume of duplicate information received at your household and helps us reduce expenses. Each stockholder subject to Householding will continue to receive a separate proxy card or voting instruction card.

We will promptly deliver, upon written or oral request, a separate copy of our annual report or proxy statement, as applicable, to a stockholder at a shared address to which a single copy was previously delivered. If you received a single set of disclosure documents for this year, but you would prefer to receive your own copy, you may direct requests for separate copies to Hines Global ~~REIT II~~Income Trust Investor Relations at 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118 or call us at (888) 220-6121. Likewise, if your household currently receives multiple copies of disclosure documents and you would like to receive one set, please contact Hines Global ~~REIT II~~Income Trust Investor Relations.

How do I submit a stockholder proposal for next year’s annual meeting or proxy materials, and what is the deadline for submitting a proposal?

Pursuant to our bylaws, in order for a stockholder proposal to be properly submitted for presentation at our ~~2017~~2021 annual meeting, we must receive written notice of the proposal at our executive offices during the period beginning on January ~~25, 2017~~27, 2021 and ending at 5:00 p.m., Central Time, on February ~~24, 2017.~~26, 2021. In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if you wish to present a proposal for inclusion in the proxy material for next year’s annual meeting, we must receive written notice of your proposal at our executive offices no later than February ~~24, 2017.~~26, 2021. All proposals must contain the information specified in, and otherwise comply with, our bylaws. Proposals should be sent via registered, certified or express mail to: Hines Global ~~REIT II,~~Income Trust, Inc., 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118, Attention: ~~Ryan T. Sims, Chief Financial Officer~~Jason P. Maxwell, General Counsel and Secretary. For additional information, see the section in this proxy statement captioned “Stockholder Proposals for the ~~2017~~2021 Annual Meeting.”

PROPOSAL ONE:

ELECTION OF DIRECTORS

General

Our board of directors ultimately is responsible for the management and control of our business and operations. We have no employees and have retained our Advisor to manage our day-to-day operations, including the acquisition of our properties. The Advisor is an affiliate of our sponsor, Hines Interests Limited Partnership (“Hines”). Our board of directors, especially our independent directors, is responsible for monitoring and supervising our Advisor’s conduct of our day-to-day operations.

Our ~~Articles of Amendment and Restatement, as amended and supplemented (our~~charter (the “Charter”) and bylaws provide for a board of directors with no fewer than three and no more than ten directors, a majority of whom must be independent. An “independent director” is defined under our Charter and means a person who is not, and within the last two years has not been, directly or indirectly associated with Hines or our Advisor by virtue of:

ownership of an interest in Hines, our Advisor or their affiliates, other than the Company or any affiliate with securities registered under the Exchange Act;

employment by (or service as an officer, trust manager or director of) Hines, our Advisor or their affiliates, other than service as a director for us or any affiliate with securities registered under the Exchange Act;

performance of services, other than as a director, for us or any affiliate with securities registered under the Exchange Act;

service as a director, trust manager or trustee of more than three real estate investment trusts advised by our Advisor or organized by Hines; or

maintenance of a material business or professional relationship with Hines, our Advisor or any of their affiliates.

An independent director cannot be associated with us, Hines or our Advisor, either directly or indirectly, as set forth above. An indirect relationship includes circumstances in which a director’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law, is or has been associated with us, Hines, our Advisor, or their affiliates.

A business or professional relationship is considered material if the gross revenue derived by the director from our Advisor or Hines and their affiliates exceeds five percent of either the director’s annual gross revenue during either of the last two years or the director’s net worth on a fair market value basis.

In addition, our independent directors must meet the independence requirements specified below under “Corporate Governance.”

We currently have five directors, three of whom are independent. Generally, directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves until the next annual meeting of stockholders orand (if longer) until his or her successor has been duly elected and qualifies.

During ~~2015,~~2019, our board of directors held 2246 meetings, including board committee meetings. ~~Humberto “Burt” Cabañas~~No director attended ~~73%~~fewer than 75% of ~~these meetings. The other members~~the aggregate of ~~our board of directors attended~~ all ~~of the~~ meetings held during ~~2015~~2019 by our board of directors and by board committees. Each director then serving attended our 2019 annual meeting of stockholders. We anticipate that all of our directors will attend our ~~2016~~2020 annual meeting of stockholders.

Nominees for ~~the~~our Board of Directors

The proxy holders named on the proxy card intend to vote for the election of the five nominees listed below. Our board of directors has selected these nominees on the recommendation of the board’s Nominating and Corporate Governance Committee. If you do not wish your shares to be voted for particular nominees, please identify the exceptions in the designated space provided on the proxy card or, if you are voting by telephone or the Internet, follow the instructions provided when you vote. Directors will be elected by the affirmative vote of holders of a majority of the shares of our common stock represented in person or by proxy at the meeting. Any shares not voted by abstention, withholding authority, or broker non-vote will have the effect of votes against the election of nominees to our board of directors.

If, by the time of the meeting, one or more of the nominees should become unable to serve for any reason, shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees designated by the Nominating and Corporate Governance Committee. No proxy will be voted for a greater number of persons than the number of nominees described in this proxy statement.

Our board of directors unanimously recommends a vote “FOR” each of the nominees listed below.

The following individuals are the five nominees for our board of directors:

Name

Age

Year First Elected

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies

Age

Year First Elected

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies

Jeffrey C. Hines

2013

Mr. Hines joined Hines in 1982. Mr. Hines has served as the Chairman of our board of directors and Chairman of the managers of the general partner of our Advisor since July 2013. Mr. Hines also has served as the Chairman of the board of directors of Hines Global REIT, Inc. ("Hines Global I") and Chairman of the managers of the general partner of Hines Global REIT Advisors LP ("HALP I"), the advisor to Hines Global I since December 2008. Mr. Hines has been the Chairman of the board of directors of Hines Real Estate Investment Trust, Inc. ("Hines REIT"), Chairman of the managers of the general partner of HALP Associates Limited Partnership ("HALP"), the advisor to Hines REIT and a member of the management board of the Hines US Core Office Fund LP ("Core Fund") since August 2003. He is also the co-owner and President and Chief Executive Officer of the general partner of Hines and is a member of Hines’ Executive Committee. Mr. Hines is responsible for overseeing all firm policies and procedures as well as day-to-day operations of Hines. He became President of the general partner of Hines in 1990 and Chief Executive Officer of the general partner of Hines in January 2008 and has overseen a major expansion of the firm’s personnel, financial resources, domestic and foreign market penetration, products and services. He has been a major participant in the development of the Hines domestic and international acquisition program and currently oversees a portfolio of $89.1 billion in assets under management. Mr. Hines graduated from Williams College with a B.A. in Economics and received his M.B.A. from the Harvard Business School.

We believe that Mr. Hines’ career, spanning more than 34 years in the commercial real estate industry, and the depth of his knowledge of Hines and its affiliates qualify him to serve as Chairman of our board of directors.

2013

Mr. Hines joined Hines in 1982. Mr. Hines is the co-owner, President and Chief Executive Officer (“CEO”) of Hines and has served as Chairman of our board and Chairman of the managers of the general partner of our Advisor since July 2013. Mr. Hines has served as our CEO and as the CEO of the general partner of our Advisor since December 31, 2019. Mr. Hines has also served as the Chairman of the Board of Hines Global REIT and Chairman of the managers of the general partner of Hines Global Advisors, LP since December 2008. Additionally, Mr. Hines served as the Chairman of the Board of Hines REIT and the Chairman of the managers of the general partner of Hines Advisors Limited Partnership, the advisor to Hines REIT, from August 2003 through the liquidation and dissolution of Hines REIT in August 2018. He also served as a member of the management board of Core Fund, from August 2003 through the liquidation and dissolution of the Core Fund in December 2018. As the President and CEO of Hines, he is responsible for overseeing all firm policies and procedures as well as day-to-day operations and is a member of Hines’ Executive and Investment Committees. He became President of the general partner of Hines in 1990 and Chief Executive Officer of the general partner of Hines in January 2008 and has overseen a major expansion of the firm’s personnel, financial resources, domestic and foreign market penetration, products and services. He has been a major participant in the development of Hines’ domestic and international acquisition program and currently oversees a portfolio of $124.3 billion in assets under management. Mr. Hines graduated from Williams College with a B.A. in Economics and holds a M.B.A. from Harvard Business School.

We believe that Mr. Hines’ career, spanning more than 35 years in the commercial real estate industry, and the depth of his knowledge of Hines and its affiliates qualify him to serve as Chairman of our board of directors.

Name

Age

Year First Elected

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies

Age

Year First Elected

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies

Charles M. Baughn

2013

Mr. Baughn joined Hines in 1984. Mr. Baughn has served as a member of our board of directors and as a manager of the general partner of our Advisor since July 2013. Mr. Baughn also has served as a member of the board of directors of Hines Global I and as a member of the general partner of HALP I since December 2008. Mr. Baughn also has been a member of the board of directors of Hines REIT since April 2008 and a manager of the general partner of HALP since August 2003. Mr. Baughn also served as Chief Executive Officer of Hines REIT from August 2003 through April 1, 2008. He has served as the Chief Financial Officer of the general partner of Hines since 2012. In this role, he is responsible for overseeing Hines’ operating business including central services, balance sheet-related activities and bank and other debt financing. Previously, he has also served as an Executive Vice President and CEO—Capital Markets Group of the general partner of Hines from April 2001 through 2012 and, as such, was responsible for overseeing Hines’ capital markets group, which raises, places and manages equity and debt for Hines projects in the U.S. and internationally, Mr. Baughn is also a member of Hines’ Executive Committee and a director of our Dealer Manager. Until May 2015, Mr. Baughn also served as the Chief Executive Officer of our Dealer Manager. Mr. Baughn has also been a member of the management board of the Core Fund since 2003. During his tenure at Hines, he also has contributed to the development or redevelopment of over 9 million square feet of office and special use facilities in the southwestern United States. He graduated from the New York State College of Ceramics at Alfred University with a B.A. and received his M.B.A. from the University of Colorado. Mr. Baughn holds Series 7, 24 and 63 securities licenses.

We believe that Mr. Baughn’s experience in the commercial real estate industry acquired during his more than 31-year career with Hines, including his familiarity with Hines’ financial and investment policies, qualifies him to serve on our board of directors.

David L. Steinbach

2019

Mr. Steinbach has served as one of our directors since September 2019. Mr. Steinbach joined Hines in 1999 and is a Senior Managing Director - Investment Management, Co-Head of Investment Management and the Global Chief Investment Officer for Hines. He served as the Chief Investment Officer for us and the general partner of our Advisor from July 2014 until December 2019. He also has served as the Chief Investment Officer for Hines Global REIT and the general partner of its advisor, Hines Global Advisors, LP (“HGALP”) since July 2014. Additionally, Mr. Steinbach has served as a manager of the general partner of our Advisor since December 31, 2019. In these roles, he is responsible for management of the real estate acquisition program in the U.S. and internationally. He is a member of Hines’ Executive and Investment Committees. He previously served as our Chief Investment Officer from July 2014 to June 2019. Mr. Steinbach also served as a Managing Director - Investment Management from February 2011 to February 2017 and was responsible for the acquisition of over $4 billion in assets for various Hines affiliates in the U.S. and internationally. Prior to this role, he served in various roles in which he was responsible for acquisitions, asset management and property dispositions on behalf of Hines Global, Hines Global REIT, Hines REIT, and the Core Fund both in the U.S. and internationally. He graduated from Texas A&M University with a B.B.A. and a M.B.A. in Business Administration.

We believe that Mr. Steinbach’s significant experience as an executive at our Company and at Hines qualifies him to serve as one of our directors. Mr. Steinbach’s extensive knowledge of the U.S. and international real estate markets, as well as his considerable institutional knowledge, allow him to provide valuable insight as a director.

Humberto “Burt” Cabañas

2014

Mr. Cabañas has been one of our independent directors since July 2014. Mr. Cabañas is the Founder and Chairman of Benchmark Hospitality International, where he oversees Benchmark’s diverse portfolio, a position he has held since 1987. He also held the position of Chief Executive Officer at Benchmark from 1987 to 2013. Prior to his current position, he served as a Senior Vice President and in various other positions at The Woodlands Corporation, where he oversaw all hospitality operations. He presently serves as director on the Foundation Board of Florida International University and previously served as Chairman of the Industry Advisory Board for the Chaplin School of Hospitality & Tourism Management at Florida International University. Mr. Cabañas is also a founding board member and a past president of the International Association of Conference Centers (IACC). He is a graduate of Florida International University with a Bachelor’s degree in Hotel and Restaurant Management.

We believe Mr. Cabañas’ significant and deep experience in the hotel and hospitality industry and the real estate aspects of that industry makes him well-qualified to serve as one of our directors.

2014

Mr. Cabañas has served as one of our independent directors since July 2014. Mr. Cabañas is the Founder and Chairman of Benchmark Hospitality International, where he oversees Benchmark’s diverse portfolio, a position he has held since 1987. He also served as Chief Executive Officer at Benchmark from 1987 to 2013. Prior to his current position, he served as a Senior Vice President and in various other positions at The Woodlands Corporation, where he oversaw all hospitality operations. He presently serves as director on the Foundation Board of Florida International University and previously served as Chairman of the Industry Advisory Board for the Chaplin School of Hospitality & Tourism Management at Florida International University. Mr. Cabañas is also a founding board member and was the president of the International Association of Conference Centers (IACC). He is a graduate of Florida International University with a Bachelor’s degree in Hotel and Restaurant Management.

Name Age Year First Elected Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies
Dougal A. Cameron 58 2014
Mr. Cameron has been one of our independent directors since July 2014. Mr. Cameron is President and Owner of Cameron Management, a position he has held since his founding of the firm in 1995. Cameron Management is a firm that owns, finances, leases, and manages all of its office buildings in an integrated fashion. From 1991 to 1994, Mr. Cameron was an owner and investment manager of VNSM Inc., an investment management firm with over $1 billion in assets under management. Prior to this time, he was an accountant with Arthur Young & Company (now Ernst & Young), and he worked as an asset and project manager for Hines from 1985 to 1991. Additionally, he was on the board of Mosher Inc., a private, closed-end mutual fund from 1992 to 1997. Mr. Cameron holds a bachelor’s degree in Accounting from Texas Tech University and an MBA from Harvard Business School.

We believe that Mr. Cameron is well-qualified to serve as one of our directors due to his background in running a real estate firm since 1995 and his extensive experience in owning, leasing and managing office buildings as the company intends to make investments in office buildings along with other real estate product types.

John O. Niemann, Jr.

59 2014
Mr. Niemann has been one of our independent directors and has served as the Chairman of our Audit Committee since July 2014. In addition, he has served as an independent director of HMS Income Fund, Inc. (“HMS”), which is a non-listed public business development company that is co-sponsored by Hines, since May 2012 and currently serves as the Chairman of HMS' Audit Committee. He previously served as a director and Chairman of the Audit Committee of Gateway Energy Corporation from June 2010 until December 2013 (when the company went private). Since June 2013, he has served as a Managing Director of Andersen Tax LLC (formerly known as WTAS LLC). He is also the President and Chief Operating Officer of Arthur Andersen LLP, and has been since 2003. He previously served on the administrative board of Arthur Andersen LLP and on the board of partners of Andersen Worldwide. He began his career at Arthur Andersen LLP in 1978 and has served in increasing responsibilities in senior management positions, since 1992. Mr. Niemann has served on the board of directors of many Houston area non-profit organizations, including Strake Jesuit College Preparatory School (past chair of the board), The Regis School of the Sacred Heart (past chair of the board), The Houston Symphony, The University of St. Thomas, The Alley Theatre and Taping for the Blind, Inc. He graduated with a bachelor of arts in managerial studies (magna cum laude) and a masters in accounting from Rice University and received a juris doctor (summa cum laude) from the South Texas College of Law.

We believe Mr. Niemann’s significant experience in the public accounting industry, including 37 years in various capacities at Arthur Andersen LLP makes him well qualified to serve as one of our directors and as the audit committee financial expert. Drawing on this experience, Mr. Niemann is able to provide valuable insights regarding our investment strategies, internal controls, and financial reporting. In addition, through his experience serving on the board of directors of other public companies, Mr. Niemann has previous experience in the requirements of serving on a public company board.

~~Our board of directors unanimously recommends a vote FOR each of the nominees.~~

CORPORATE GOVERNANCE

The five standing committees of our board of directors are: the Audit Committee, the Conflicts Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Valuation Committee. You may obtain copies of the charters for the Audit Committee, the Conflicts Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee from our website at www.hinessecurities.com/~~reits/hines-global-reit-2/~~hgit/corporate-governance/. Each committee has three members and is composed entirely of our three independent directors. Currently, Mr. Cabañas serves as chairman of the Conflicts Committee and Valuation Committee, Mr. Niemann ~~Jr.~~ serves as chairman of the Audit Committee, and Mr. Cameron serves as chairman of the Compensation Committee, as well as the Nominating and Corporate Governance Committee. Mr. Niemann also serves as the Lead Independent Director.

Our board of directors has determined that each of our independent directors is independent within the meaning of the applicable (i) provisions set forth in our Charter, and (ii) requirements set forth in the Exchange Act and the applicable SEC rules, and (iii) although our shares are not listed on the New York Stock Exchange (the “NYSE”), under the independence rules set forth in the NYSE Listed Company Manual. Our board of directors follows the NYSE rules governing independence as part of its policy of maintaining strong corporate governance practices. To be considered independent under the NYSE rules, ~~the~~our board of directors must determine that a director does not have a material relationship with us and/or our consolidated subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with any of those entities, including Hines and its affiliates). Under the NYSE rules, a director will not be independent if:

the director was employed by us within the last three years;

an immediate family member of the director was employed by us as an executive officer within the last three years;

the director, or an immediate family member of the director, received more than $120,000 during any 12-month period within the last three years in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

the director is a current partner or employee of a firm that is our internal or external auditor, the director has an immediate family member who is a current partner of such a firm, the director has an immediate family member who is a current employee of such a firm and personally works on our audit, or the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on our audit within that time;

the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or

the director was an executive officer or an employee (or an immediate family member of the director was an executive officer) of a company that makes payments to, or receives payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1,000,000 or 2% of such other company’s consolidated gross revenues.

Interested parties may communicate matters they wish to raise with the directors by writing to Hines Global ~~REIT II,~~Income Trust, Inc., 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118, Attention: ~~Ryan T. Sims, Chief Financial Officer~~Jason P. Maxwell, General Counsel and Secretary. Mr. ~~Sims~~Maxwell will deliver all appropriate communications to the Nominating and Corporate Governance Committee of ~~the~~our board of directors, which will, in its discretion, deliver such communications (together with any recommendations) to ~~the~~our board of directors no later than the next regularly scheduled meeting of the board of directors.

Audit Committee

The Audit Committee, in performing its duties:

oversees the integrity of our financial statements and other financial information to be provided to our stockholders;

directly appoints, retains, compensates, evaluates and terminates the independent auditors;

reviews with the independent auditors the plans and results of the audit engagement;

approves professional services provided by our principal independent registered public accounting firm;

reviews the independence, performance and qualifications of our principal independent registered public accounting firm;

considers and approves the range of audit and non-audit fees;

reviews the adequacy of our systems of disclosure controls and internal controls over financial reporting; and

oversees our compliance with legal and regulatory requirements.

Our board of directors has determined that each member of our Audit Committee is independent within the meaning of the applicable requirements set forth in or promulgated under the Exchange Act, as well as in the NYSE rules. In addition, our board of directors has determined that John O. Niemann, Jr. is an “audit committee financial expert” within the meaning of the applicable rules promulgated by the SEC. Unless otherwise determined by ~~the~~our board of directors, no member of the committee may serve as a member of the Audit Committee of more than two other public companies. During ~~2015,~~2019, the Audit Committee held ~~five~~six meetings.

The Audit Committee’s report on our financial statements for the fiscal year ended December 31, ~~2015~~2019 is presented below under the heading “Audit Committee Report.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, in performing its duties:

assists our board of directors in identifying individuals qualified to become members of our board of directors;

recommends candidates to our board of directors to fill vacancies on the board and to stand for election by the stockholders at the annual meeting;

recommends committee assignments for directors to the full board;

periodically assesses the performance of our board of directors;

reviews and recommends appropriate corporate governance policies and procedures to our board of directors; and

reviews and reassesses the adequacy of and compliance with our Code of Business Conduct and Ethics for Senior Officers and Directors and recommends any proposed modifications to our board of directors for approval.

Our board of directors has determined that each member of our Nominating and Corporate Governance Committee is independent within the meaning of the applicable requirements set forth in or promulgated under the Exchange Act, as well as in the NYSE rules.

Among the criteria the committee uses in evaluating the suitability of individual nominees for our board (whether such nominations are made by management, a stockholder or otherwise), the committee considers each nominee’s:

personal and professional integrity, experience and skills;

ability and willingness to devote the time and effort necessary to be an effective board member; and

commitment to acting in our best interests and the best interests of our stockholders.

The committee also gives consideration to the diversity of ~~the~~our board of directors in terms of having an appropriate mix of experience, education and skills, to the requirements contained in our Charter and to each nominee’s ability to exercise independence of thought, objective perspective and mature judgment and to understand our business operations and objectives. Moreover, as required by our Charter, a director other than an independent director must have at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage the type of assets we acquire, and at least one of our independent directors must have at least three years of relevant real estate experience.

If ~~the~~our board of directors determines to seek additional directors for nomination, the Nominating and Corporate Governance Committee considers whether it is advisable to retain a third-party search firm to identify candidates. During ~~2015,~~2019, the committee paid no fees to third parties to assist in identifying or evaluating potential nominees. The Nominating and Corporate Governance Committee also considers nominees timely submitted by stockholders under and in accordance with the provisions of our ~~bylaw~~bylaws (see “Stockholder Proposals for the ~~2017~~2021 Annual Meeting” below). A stockholder’s notice must set forth specified information as to each person whom the stockholder proposes to nominate for election to the board, including all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, by Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected). The Nominating and Corporate Governance Committee will consider all such nominees and will take into account all factors the committee determines are relevant, including the factors summarized above. During ~~2015,~~2019, the Nominating and Corporate Governance Committee held ~~two~~four meetings.

Conflicts Committee

The Conflicts Committee reviews and approves specific matters that our board of directors believes may involve conflicts of interest to determine whether the resolution of the conflict of interest is fair and reasonable to us and our stockholders. The Conflicts Committee is responsible for reviewing and approving the terms of all transactions between us and Hines or its affiliates or any member of our board of directors, including (when applicable) the economic, structural and other terms of all acquisitions and dispositions and the annual renewal of the advisory agreement (the “Advisory Agreement”) between us, Hines Global REIT II Properties LP (the “Operating Partnership”) and our Advisor. The Conflicts Committee is also responsible for reviewing and approving each purchase or lease by us of property from an affiliate or purchase or lease by an affiliate from us. The Conflicts Committee is responsible for reviewing our Advisor’s performance and the fees and expenses paid by us to our Advisor and any of its affiliates. The review of such fees and expenses is required to be performed with sufficient frequency, but at least annually, to determine that the expenses incurred are in the best interest of our stockholders. The Conflicts Committee is also responsible for reviewing Hines’ performance as property manager of our directly owned properties.

During ~~2015,~~2019, the Conflicts Committee held ~~four~~ten meetings. The Conflicts Committee has reviewed our policies and has determined that they are being followed by us and are in the best interests of our stockholders. Please read “Certain Relationships and Related Transactions - Policies and Procedures for Review of Related Party Transactions.” The Conflicts Committee reviewed each of the material transactions between Hines and its affiliates and the Company, which occurred during ~~2015.~~2019. These transactions are described in “Certain Relationships and Related Transactions” below. The Conflicts Committee has determined that all our transactions and relationships with Hines and its affiliates during ~~2015~~2019 were fair and were approved in accordance with the policies referenced in “Certain Relationship and Related Transactions” below.

Compensation Committee

The Compensation Committee’s primary purpose is to oversee our compensation programs. The committee reviews and approves or recommends to our board of directors the compensation and benefits for our independent directors. We do not pay our non-independent directors for their service as directors. In the event we hire employees, our Compensation Committee will review and approve the compensation for our executive officers, as well as any employment, severance and termination agreements or arrangements made with any executive officer. We have not retained any independent compensation consultants.

The Compensation Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, provided that the decision of such subcommittee shall be presented to the full Compensation Committee at its next meeting. During ~~2015,~~2019, the Compensation Committee held two meetings.

Valuation Committee

The Valuation Committee is responsible for the oversight of the process for the periodic valuation of our common stock, subject to the final approval of our board of directors. The Valuation Committee oversees the engagement of one or more independent valuation firms for purposes of performing an independent valuation consistent with the valuation policy adopted by our board of directors. The Valuation Committee reviews the report and other information provided by the independent valuation firm or firms and makes a recommendation to our board of directors as to the estimated net asset value, or NAV, of our common stock. ~~The~~During 2019, the Valuation Committee ~~was formed in 2016 and therefore did not hold any meetings during 2015.~~held six meetings.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics, which is applicable to our directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and other persons performing similar functions, whether acting in their capacities as our officers or in their capacities as officers of our Advisor or its general partner. The Code of Business Conduct and Ethics covers topics including conflicts of interest, confidentiality of information, full and fair disclosure, reporting of violations and compliance with laws and regulations. Our Code of Business Conduct and Ethics is available, free of charge, on the Corporate Governance section of our website, www.hinessecurities.com/~~reits/hines-global-reit-2/~~hgit/corporate-governance/. You may also obtain a copy of this code by writing to: Hines Global ~~REIT II~~Income Trust Investor Relations, 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118. Waivers from our Code of Business Conduct and Ethics are discouraged, but any waivers from the Code of Business Conduct and Ethics that relate to any executive officer or director must be approved by our Nominating and Corporate Governance Committee and will be posted on our website at www.hinessecurities.com/~~reits/hines-global-reit-2/~~hgit/corporate-governance/ within four business days of any such waiver.

Compensation Committee Interlocks and Insider Participation

During ~~2015,~~2019, our Compensation Committee consisted of Messrs. Cabañas, Cameron and Niemann, our three independent directors. None of our executive officers served as a director or member of the compensation committee of an entity whose executive officers included a member of our board of directors or Compensation Committee.

Board Leadership Structure and Role in Risk Oversight

~~We separate~~Our board of directors is structured in a manner that it believes allows it to exercise independent oversight and function effectively. As noted above, a majority of our directors are independent, as defined in our Charter and the ~~roles~~applicable rules of ~~Chief Executive Officer~~the NYSE. Currently, Mr. Hines serves as both our CEO and Chairman of our board of directors. Our board of directors ~~in recognition~~has determined that the use of the ~~differences between~~lead independent director, as described below, along with the ~~two roles. Sherri W. Schugart, as~~combined Chairman and CEO positions, is an appropriate and effective leadership structure for the Company. Mr. Hines has been the Chairman of our ~~Chief Executive Officer, is~~board of directors since inception and has more than 35 years in the commercial real estate industry and a deep knowledge of Hines and its affiliates. As the individual primarily responsible for overall management of our business strategy and day-to-day operations, ~~while~~he is positioned to effectively chair regular board of directors meetings at which the directors will discuss key business and strategic issues.

In addition, each of the committees of our board of directors described above is composed entirely of our three independent directors. Each of these independent committees meets with and reviews material from management and reports its conclusions and recommendations to our board of directors, enabling the full board of directors to effectively perform its risk oversight responsibilities. Further, at regularly scheduled meetings, our board of directors reviews matters relating to the Company’s investment activity, leverage, liquidity, operations, conflicts of interest, internal controls, legal and regulatory compliance, and risks that arise from time to time, such as the risks related to the COVID-19 pandemic. With respect to cybersecurity risk oversight, our board of directors and/or the Audit Committee receive reports and/or updates from management no less than annually on the primary cybersecurity risks facing the Company, Hines and our Advisor and the measures the Company, Hines and our Advisor are taking to mitigate such risks. In addition to such reports, our board of directors and/or the Audit Committee receive updates from management and our Advisor as to changes to the Company’s, Hines' and our Advisor’s cybersecurity risk profile or certain newly identified risks.

Lead Independent Director

Our board of directors believes that it has adopted a governance structure that ensures a strong, independent board. The position of lead independent director has been established to further strengthen the role of independent directors in board leadership. Our independent directors have appointed Mr. ~~Hines,~~Niemann to serve as our ~~Chairman, presides over~~lead independent director. Our lead independent director will, among other things:

preside at all meetings of our board of directors at which the Chairman is not present;

schedule meetings of the independent directors from time to time, as he deems necessary or appropriate;

preside at executive sessions of the independent directors;

serve as a liaison between the Chairman and ~~provides guidance~~the independent directors;

bring to ~~Ms. Schugart regarding policies~~the attention of the Chairman any additional issues for the board's attention and ~~procedures approved by~~consideration after reviewing the agenda and schedule provided to the board of directors;

assure there is sufficient time for discussion of all agenda items at each board meeting; and

review the information and materials sent to our board of ~~directors.~~directors, and provide input as to the quality, quantity and timeliness of the information submitted by our management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties.

As described above, our board of directors has determined that three of the five members of our board of directors are “independent” within the standards of the NYSE, and each of our committees is comprised entirely of our independent directors. Each committee is given significant responsibility to oversee our governance policies and procedures and remains actively involved in the oversight of risk management and assessment. Our board of directors receives periodic presentations from our executive officers regarding our compliance with our corporate governance practices. While our board of directors maintains oversight responsibility, management is responsible for our day-to-day risk management processes. Our board of directors believes this division of responsibility is the most effective approach for addressing the risks we face.

Officer and Director Hedging

Our board of directors has not adopted, and we do not have, any specific practices or policies regarding the ability of our officers and directors, as well as employees of our Advisor, Hines, and their affiliates, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of shares of our common stock. Our common stock is not traded on any exchange, so there is no established market value for shares of our common stock. For the year ended December 31, 2019, there were no such hedging transactions by any of our officers and directors or by any employees of our Advisor, Hines, and their affiliates, or any of their designees.

DIRECTOR COMPENSATION

Our Compensation Committee designs our director compensation with the goals of attracting and retaining highly qualified individuals to serve as independent directors and to fairly compensate them for their time and efforts. Because of our unique attributes as an externally-managed REIT, service as an independent director on our board requires a substantial time commitment. The Compensation Committee balances these considerations with the principles that our independent director compensation program should be transparent and, in part, should align directors’ interests with those of our stockholders.

The following table sets forth information regarding compensation of our directors during ~~2015.~~2019.

~~2015~~2019 Director Compensation


Name	Fees Earned or Paid in Cash	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-Qualified Deferred Compensation Earnings	All Other Compensation	Total Compensation	Fees Earned or Paid in Cash		Aggregate Stock Awards⁽¹⁾⁽²⁾		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total Compensation
Humberto “Burt” Cabañas	$65,750	$—				$65,750	$	113,294	$	30,000	$	—	$	—	$	—	$	—	$	143,294
Dougal A. Cameron	$76,250	$—				$76,250	$	110,794	$	30,000	$	—	$	—	$	—	$	—	$	140,794
John O. Niemann, Jr.	$76,250	$—				$76,250	$	114,544	$	30,000	$	—	$	—	$	—	$	—	$	144,544
Jeffery C. Hines and Charles M. Baughn ⁽¹⁾	$—
Jeffery C. Hines, Charles M. Baughn and David L. Steinbach⁽³⁾							$	—	$	—	$	—	$	—	$	—	$	—	$	—



Name and Title	Age	Experience
~~Sherri W. Schugart,~~Alfonso Munk, President and Chief ~~Executive Officer~~Investment Officer—Americas	5046	~~Ms. Schugart~~Mr. Munk joined Hines in ~~1995. Ms. Schugart~~October 2019 as Chief Investment Officer-Americas. Mr. Munk has served as our President and Chief ~~Executive~~Investment Officer ~~for us~~- Americas and ~~for~~as the President and Chief Investment Officer - Americas of the general partner of our Advisor since ~~August 2013. Ms. Schugart also~~December 31, 2019. Prior to joining Hines, Mr. Munk was the Managing Director, Americas Chief Investment Officer and head of Latin America for PGIM Real Estate, Prudential Financial’s global real estate investment arm, from 2012 to October 2019. As Managing Director, Mr. Munk was responsible for overseeing PGIM Real Estate’s Americas transaction activities, real estate debt strategies and the management of operations in Latin America. Mr. Munk’s responsibilities as Americas Chief Investment Officer and head of Latin America included overseeing all Americas transaction activities (acquisitions and dispositions of more than $8 billion annually), developing and implementing PGIM Real Estate Latin America’s strategy and overseeing PGIM Real Estate Debt Strategies. Mr. Munk graduated from Cornell University with a B.S. in Business and Hospitality Administration and received his M.B.A. from The Wharton School, University of Pennsylvania, with a concentration in Finance and Real Estate.

Alex Knapp, Chief Investment Officer—Europe	42	Mr. Knapp joined Hines in September 2008 and has served as ~~President and~~our Chief ~~Executive~~Investment Officer for Hines Global I and for the general partner of its Advisor since March 2013. Additionally, since March 2013, Ms. Schugart also has served as President and Chief Executive Officer for Hines REIT, the general partner of its Advisor and the Core Fund. In February 2016, Ms. Schugart was appointed as member of Hines’ Executive Committee. In these roles, Ms. Schugart is responsible for the overall management of each funds’ business strategy and operations in the U.S. and internationally. Also since March 2013, Ms. Schugart has served as the President and Chief Executive Officer of HMS and HMS Adviser GP LLC, the general partner of the adviser to HMS. Additionally, in February 2014, Ms. Schugart was appointed as the Chairperson of the board of directors of HMS. HMS is a public specialty finance company sponsored by Hines, which was formed in 2011 and intends to make debt and equity investments in companies with revenues generally between $10 million and $3 billion that operate in diverse industries. Prior to March 2013, Ms. Schugart had served as the Chief Operating Officer for Hines Global I and the general partner of its advisor- Europe and as the Chief ~~Operating~~Investment Officer of Hines REIT, the general partner of its advisor and the Core Fund since November 2011. In these roles, Ms. Schugart was responsible for the execution of each entity’s business plan and oversight of day-to-day business operations, including issues related to portfolio strategy, asset management and all other operational and financial matters of each entity. Ms. Schugart also served as Chief Financial Officer for Hines Global I and the general partner of its advisor from inception in December 2008 through October 2011. Ms. Schugart also served as the Chief Financial Officer for Hines REIT and the general partner of its advisor from August 2003 through October 2011 and as the Chief Financial Officer of the Core Fund from July 2004 through October 2011. In these roles, her responsibilities included oversight of financial and portfolio management, equity and debt financing activities, investor relations, accounting, financial reporting, compliance and administrative functions in the U.S. and internationally. She has also been a Senior Managing Director- Europe of the general partner of ~~Hines~~our Advisor since ~~October 2007 and~~December 31, 2019. Since April 2019, Mr. Knapp has served as ~~a director~~Chief Investment Officer - Europe for Hines. Previously, Mr. Knapp served as Senior Managing Director of Hines from February 2018 to March 2019 and Managing Director of Hines UK from December 2013 to February 2018. During his time at Hines, Mr. Knapp has had lead roles on more than £1 billion of commercial transactions ranging from core acquisition to ground up development. Mr. Knapp has overseen the expansion of the ~~Dealer Manager since August 2003. Prior to holding these positions, she was a Vice President in~~ Hines ~~Capital Markets Group raising equity and debt financing for various Hines investment vehicles~~student housing program under the aparto operating brand, which comprises 14 developments in the ~~U.S.~~UK, Ireland and ~~internationally. Ms. Schugart has been responsible for arranging and managing~~Italy, with a GDV of more than ~~$10 billion~~£600 million. Mr. Knapp also led Hines’ efforts in ~~equity~~the living sector - including residential for rent, student and ~~debt for Hines’ public and private investment funds.~~hotels on a pan-European basis. Prior to joining Hines ~~Ms. Schugart~~in 2008, Mr. Knapp spent ~~eight~~five years ~~with Arthur Andersen LLP, where she served both public~~at the Renzo Piano Building Workshop working in Paris, France and ~~private clients in the real estate, construction, finance and banking industries. She holds~~Genova, Italy. Mr. Knapp graduated from Rice University with a Bachelor of ~~Business Administration degree~~Architecture and holds a Masters in ~~Accounting~~Real Estate Development from ~~Southwest Texas State University.~~Massachusetts Institute of Technology.



Name and Title	Age	Experience
~~Ryan T. Sims,~~ ~~Chief Financial Officer and Secretary~~ Janice E. Walker, COO	4447	~~Mr. Sims~~Ms. Walker joined Hines in ~~August 2003. Mr. Sims~~February 2005 and has served as ~~Chief Financial Officer and Secretary~~COO for us and the general partner of our Advisor since ~~August 2013.~~June 2019. Ms. Walker also serves as a Senior Managing Director - Investment Management at Hines, a position she has held since June 2018. Prior to that she served as a Managing Director - Investment Management at Hines since July 2012. In her positions, Ms. Walker is responsible for the execution of our business plan and operations, including real estate investments and portfolio strategy. Since ~~November 2011, Mr. Sims~~June 2019, Ms. Walker has served as ~~Chief Financial Officer~~President of HMS Income Fund, a public specialty finance company sponsored by Hines and ~~Secretary for Hines Global I and the general partner of its Advisor.~~organized as a business development company. Since ~~November 2011, Mr. Sims also has served as Chief Financial Officer and Secretary of Hines REIT, the general partner of its Advisor and the Core Fund. Also since 2011, Mr. Sims~~July 2017, Ms. Walker has served as the ~~Chief Financial Officer~~CEO and ~~Secretary~~President of ~~HMS and of the general partner of the adviser to HMS. In these roles, Mr. Sims is~~Hines Realty Income Fund LLC, a commingled discretionary closed-end fund with a real estate debt investment strategy. Ms. Walker has been responsible for ~~the oversight of financial operations, equity~~portfolio management for us since July 2013 and debt financing activities, investor relations, accounting, financial reporting, tax, legal, compliance and administrative functions in the U.S. and internationally. From December 2008 until November 2011, Mr. Sims served as the Chief Accounting Officer offor Hines Global ~~I and the general partner of its Advisor. From April 2008 until November 2011, Mr. Sims also served as the Chief Accounting Officer of Hines~~ REIT ~~the general partner of its Advisor and the Core Fund. In these roles, he~~since December 2008. Ms. Walker was previously responsible for the oversight of the accounting, financial reporting and SEC reporting functions, as well as the Sarbanes-Oxley compliance program in the U.S. and internationally. He was also responsible for establishing the companies’ accounting policies and ensuring compliance with those policies in the U.S. and internationally. He has also previously served as a Senior Controllerportfolio management for Hines REIT and the ~~general partner~~Core Fund from 2005 through the liquidation and dissolution of ~~its Advisor from August 2003 to April 2008~~Hines REIT and the Core Fund ~~from July 2004 to April 2008.~~in August 2018 and December 2018, respectively. She has also been responsible for the procurement of debt for asset acquisitions, as well as corporate financing, and has originated over $5 billion for the benefit of the previously mentioned funds. Prior to joining Hines, ~~Mr. Sims~~Ms. Walker had extensive acquisitions and asset management experience at a global hospitality firm. She began her career at Arthur Andersen LLP where she was a manager in the audit ~~practice of Arthur Andersen LLP~~practice. Ms. Walker received a B.B.A. and ~~Deloitte & Touche LLP, serving clients primarily in the real estate industry. He holds a Bachelor of Business Administration degree~~M.S.A. in Accounting from ~~Baylor~~Texas Tech University ~~and is a certified public accountant.~~

~~David L. Steinbach,~~ ~~Chief Investment Officer~~	39	Mr. Steinbach joined Hines in 1999. Mr. Steinbach has served as the Chief Investment Officer for us and the general partner for our Advisor since July 2014. Mr. Steinbach also has served as the Chief Investment Officer for Hines Global I and the general partner of its advisor since July 2014. In these roles, he is responsible for management of the real estate acquisition program in the U.S. and internationally. He also has served as a Managing Director of the general partner of Hines since February 2011. He has been responsible for the acquisition of over $4 billion in assets for various Hines affiliates in the U.S. and internationally. Prior to this role, he served in various roles in which he was responsible for acquisitions, asset management and property dispositions on behalf of Hines REIT, Hines Global I and the Core Fund, both in the U.S. and internationally. He graduated from Texas A&M University with a Bachelors and Masters in Business Administration.



~~Name and Title~~	~~Age~~	~~Experience~~
~~Kevin L. McMeans,~~ ~~Asset Management Officer~~	51	Mr. McMeans joined Hines in 1992. Since August 2013, he has served as the Asset Management Officer for us and the general partner of our Advisor. Mr. McMeans also has served as Asset Management Officer for Hines Global I and the general partner of its advisor since December 2008. Mr. McMeans also has served as the Asset Management Officer of Hines REIT and the general partner of its advisor since April 2008. He also has served as the Asset Management Officer of the Core Fund since January 2005. Since February 2015, he has served as the Senior Managing Director of Investment Management of the general partner of Hines. Prior to February 2015, he served as a Managing Director of Investment Management of the general partner of Hines. In these roles, he is responsible for overseeing the management of the various investment properties owned by each of the funds in the U.S. and internationally. He previously served as the Chief Financial Officer of Hines Corporate Properties, an investment venture established by Hines with a major U.S. pension fund, from 2001 through June 2004. In this role, Mr. McMeans was responsible for negotiating and closing debt financings, underwriting and evaluating new investments, negotiating and closing sale transactions and overseeing the administrative and financial reporting requirements of the venture and its investors. Before joining Hines, Mr. McMeans spent four and a half years at Deloitte & Touche LLP in the audit department. He graduated from Texas A&M University with a B.S. in Computer Science.

J. Shea Morgenroth, ~~Chief Accounting Officer and Treasurer~~CFO	4044	Mr. Morgenroth ~~joined Hines in October 2003. Mr. Morgenroth~~ has served as ~~Chief Accounting Officer and Treasurer~~CFO for us and the general partner of our Advisor since ~~August 2013. Since November 2011,~~June 2019. Mr. Morgenroth joined Hines in October 2003 and is a Senior Vice President - Controller and the CFO of Investment Management at Hines, a position he has ~~served as Chief Accounting Officer and Treasurer~~held since April 2019. Prior to that, he was a Vice President - Controller for Hines ~~Global I and the general partner of its advisor. Since November 2011,~~since July 2012. Mr. Morgenroth also has served as ~~Chief Accounting Officer~~the CFO of Hines Global REIT and the general partner of HGALP since June 2019. Mr. Morgenroth served as CAO and Treasurer for Hines Global and the general partner of the Advisor from July 2013 until June 2019. From November 2011, Mr. Morgenroth served as CAO and Treasurer for Hines Global REIT and the general partner of HGALP. Mr. Morgenroth also served as CAO and Treasurer of Hines REIT and the general partner of ~~its advisor.~~HALP from November 2011 through the liquidation and dissolution of Hines REIT in August 2018. In these roles, Mr. Morgenroth ishas been responsible for the oversight of the treasury, accounting, financial reporting and SEC reporting functions, as well as the Sarbanes-Oxley compliance program in the U.S. and internationally. Prior to his appointment as CAO and Treasurer for Hines Global REIT, Mr. Morgenroth served as a Senior Controller for Hines Global IREIT and the general partner of ~~its advisor~~HGALP from December 2008 until November 2011 and for Hines REIT and the general partner of ~~its advisor~~HALP from January 2008 until November 2011 and as a Controller for Hines REIT and ~~its advisor~~the general partner of HALP from October 2003 to January 2008. In these roles, he was responsible for the management of the accounting, financial reporting and SEC reporting functions. Prior to joining Hines, Mr. Morgenroth was a manager in the audit ~~practice~~practices of Arthur Andersen LLP and Deloitte & Touche LLP, serving clients primarily in the real estate industry. He holds a ~~Bachelor of Business Administration degree~~B.B.A. in Accounting from Texas A&M University and is a ~~certified public accountant.~~Certified Public Accountant.



	Class T Shares⁽¹⁾	Class S Shares⁽¹⁾	Class D Shares	Class I Shares
Upfront Selling Commission and Dealer Manager Fee	3.5%	3.5%	None	None
Ongoing Distribution and Stockholder Servicing Fees (as a percentage of the aggregate NAV of the outstanding shares of each class of common stock)	1.0%	1.0%	0.25%	None



	2015		2014
Audit Fees:	$	422,060	$	140,000
Audit-Related Fees ⁽¹⁾:	$	160,000	$	155,000
Tax Fees:	$	—	$	—
All Other Fees:	$	—	$	—
Total Fees:	$	582,060	$	295,000


(2)	The value of the common stock awards was calculated based on the estimated net asset value, or NAV, of $10.11 per share determined as of July 31, 2019, which was the estimated NAV per share in effect on the grant date of the awards


(3)	Messrs. Hines, Baughn and ~~Baughn,~~Steinbach, who ~~are~~were employees of Hines ~~receive~~during 2019, received no compensation for serving as members of our board of directors.



Name and Title	Age	Experience
A. Gordon Findlay, CAO and Treasurer	45	Mr. Findlay has served as CAO and Treasurer for us and the general partner of our Advisor since June 2019. Mr. Findlay joined Hines in November 2006. Mr. Findlay has served as a Vice President - Controller for Hines since October 2016 and served as a Senior Controller for Hines from 2012 until October 2016. In these roles, he has been involved with managing the accounting, financial reporting and SEC reporting functions related to Hines Global, Hines Global REIT, and Hines REIT. Mr. Findlay has served as CAO and Treasurer of Hines Global REIT and the general partner of HGALP since June 2019. Prior to joining Hines, Mr. Findlay spent six years in the audit practice of Ernst & Young LLP, serving public and private clients in various industries. He holds a B.B.A. in Accounting from University of Houston - Downtown and is a Certified Public Accountant.

Jason P. Maxwell, General Counsel and Secretary	46	Mr. Maxwell has served as General Counsel and Secretary of us and the general partner of our Advisor since June 2019. Mr. Maxwell joined Hines in June 2006 and has served as Senior Vice President - Legal and Co-Head of Legal at Hines since May 2019. Prior to that, he was a Vice President - Legal for Hines since September 2016 and is also the General Counsel of HALP, a position he has held since January 2014 (prior to that, he held the title of Corporate Counsel of Hines and HALP from May 2006 through December 2013). In his role at Hines, Mr. Maxwell created and leads the internal legal function for HALP and provides legal services to us, Hines Global REIT, HMS Income Fund and many of their affiliated entities as well as serving as Assistant or Corporate Secretary to several of such entities. Mr. Maxwell has served as the General Counsel and Secretary of Hines Global REIT, the general partner of HGALP and HMS Income Fund since June 2019. Since August 2015, he has also served as the Chief Compliance Officer of HMS Income Fund, and its registered investment adviser, HMS Adviser LP. Among his other responsibilities, Mr. Maxwell provides corporate governance and general compliance guidance for the previously mentioned funds’ boards of directors. Prior to joining Hines, Mr. Maxwell was a partner in the law firm of Locke Liddell & Sapp LLP (n/k/a Locke Lord) where he practiced corporate and securities law. He graduated from the University of Miami with a B.B.A. in Finance and holds a J.D. from Georgetown University Law Center. He is a member of the State Bar of Texas.


(1)	The address of each person listed is c/o Hines Global ~~REIT II,~~Income Trust, Inc., 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6618.


(3)	Includes all shares of common ~~shares~~stock owned directly by Hines Global REIT II Investor Limited Partnership. Mr. Hines is deemed to be the beneficial owner of the shares owned by Hines Global REIT II Investor Limited Partnership.



	2019			2018
Audit Fees	$	1,048,300	⁽¹⁾	$	678,000
Audit-Related Fees ⁽²⁾	35,000			68,400
Tax Fees	—			—
All Other Fees	—			—
Total Fees	$	1,083,300		$	746,400



	By Order of the Board of Directors,

	~~Ryan T. Sims~~Jason P. Maxwell
	~~Chief Financial Officer~~General Counsel and Secretary

Year First Elected

Business Experience and Principal Occupation; Directorships in Public Corporations and Investment Companies

Dougal A. Cameron

Mr. Cameron has served as one of our independent directors since July 2014. Mr. Cameron is President and Owner of Cameron Management, a position he has held since his founding of the firm in 1995. Cameron Management is a firm that owns, finances, leases, and manages all of its office buildings in an integrated fashion. From 1991-1994, Mr. Cameron was an owner and investment manager of VNSM Inc., an investment management firm with over $1 billion in assets under management. Prior to this time, he was an accountant with Arthur Young & Company (now Ernst & Young), and he worked as an asset and project manager for Hines from 1985 to 1991. Additionally, he was on the board of Mosher Inc., a private, closed-end mutual fund from 1992 to 1997. Mr. Cameron holds a bachelor’s degree in Accounting from Texas Tech University and an M.B.A. from Harvard Business School. He previously taught economics at Harvard University and currently teaches at the Acton School of Business in Austin.
We believe that Mr. Cameron is well-qualified to serve as one of our directors due to his background in running a real estate firm since 1995 and his extensive experience in owning, leasing and managing office buildings as the company intends to make investments in office buildings along with other real estate product types.

John O. Niemann, Jr.

Mr. Niemann has served as one of our independent directors since July 2014, and as our lead independent director since May 2019. In addition, he has served as an independent director of HMS, which is a non-listed public business development company that is co-sponsored by Hines, since May 2012 and currently serves as the Chairman of the Audit Committee. He has also served as a director and a member of the Audit and Compensation Committees of Adams Resources & Energy, Inc. (NYSE: AE) since May 2019. He previously served as a director and Chairman of the Audit Committee of Gateway Energy Corporation from June 2010 until December 2013 (when the company went private). Since June 2013, he has served as a Managing Director of Andersen Tax LLC (formerly known as WTAS LLC). He is also the president and chief operating officer of Arthur Andersen LLP, and has been since 2003. He previously served on the administrative board of Arthur Andersen LLP and on the board of partners of Andersen Worldwide. He began his career at Arthur Andersen LLP in 1978 and has served in increasing responsibilities in senior management positions, since 1992. Mr. Niemann has served on the board of directors of many Houston area non-profit organizations, including Strake Jesuit College Preparatory School (past chair of the board), The Regis School of the Sacred Heart (past chair of the board), The Houston Symphony, The University of St. Thomas, The Alley Theatre and Taping for the Blind, Inc.
He graduated with a Bachelor of Arts in managerial studies (magna cum laude) and a Masters in Accounting from Rice University, received a Juris Doctor (summa cum laude) from the South Texas College of Law, and a Masters of Law in taxation (summa cum laude) from the University of San Francisco School of Law.
We believe Mr. Niemann’s significant experience in the public accounting industry, including over 40 years in various capacities at Arthur Andersen LLP makes him well qualified to serve as one of our directors and as the audit committee financial expert. Drawing on this experience, Mr. Niemann is able to provide valuable insights regarding our investment strategies, internal controls, and financial reporting. In addition, through his experience serving on the board of directors of other public companies, Mr. Niemann has previous experience in the requirements of serving on a public company board.