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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| CURRENT REPORT |
| PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Date of Report (Date of earliest event reported): June 28, 2017 |
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| Cole Office & Industrial REIT (CCIT II), Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
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| Maryland | | 000-55436 | | 46-2218486 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016 |
| (Address of principal executive offices) |
| (Zip Code) |
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| (602) 778-8700 |
| (Registrant’s telephone number, including area code) |
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| 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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 o
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
On June 28, 2017, Cole Office & Industrial REIT (CCIT II), Inc.’s (the “Company”) board of directors (the “Board”) increased the size of the Board to four directors and appointed Richard H. Dozer as an independent director as well as a member of the Audit Committee, effective immediately. Mr Dozer will serve as a director until the 2018 Annual Meeting of Stockholders and until his successor is duly elected and qualifies.
In accordance with the Company’s non-employee director compensation policy, Mr. Dozer will be entitled to receive an annual cash retainer of $50,000 per annum (prorated based on service in 2017), $2,000 for each board meeting attended in person, $2,000 for each committee meeting attended in person, and $250 per board or committee meeting attended by telephone conference; provided, however, that in the event there is a meeting of the Board and one or more committees on a single day, the fees paid to Mr. Dozer will be limited to $2,500 per day.
There is no arrangement or understanding between Mr. Dozer and any other person pursuant to which Mr. Dozer was selected as a director. Mr. Dozer has not had any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: July 5, 2017 | COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC. |
| | By: | /s/ Nathan D. DeBacker |
| | Name: | Nathan D. DeBacker |
| | Title: | Chief Financial Officer and Treasurer |
| | | (Principal Financial Officer) |
