UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 22, 2015 (April 17, 2015)
American Realty Capital Global Trust II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
| 333-196549 | 35-2506937 | |
| (Commission File Number) | (IRS Employer Identification No.) |
405 Park Avenue, 14th Floor New York, New York 10022 |
| (Address, including zip code, of Principal Executive Offices) |
| (212) 415-6500 |
| (Registrant’s Telephone Number, Including Area Code) |
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2015, the board of directors of American Realty Capital Global Trust II, Inc. (the “Company”) appointed Lee M. Elman as an independent director and a member of the audit committee. There are no related party transactions involving Mr. Elman that are reportable under Item 404(a) of Regulation S-K. Simultaneously with the appointment of Mr. Elman, the board took action to increase the number of directors constituting the entire board to four directors pursuant to Article III, Section 2 of the Company’s bylaws, with such increase in size of the board being effective immediately following the appointment of Mr. Elman.
Mr. Elman, like the Company’s other independent directors, will participate in the Company’s compensation program for independent directors and the Company’s employee and director incentive restricted share plan. The Company pays to each of its independent directors a retainer of $30,000 plus certain per meeting compensation and reimbursements. Under the Company’s employee and director incentive restricted share plan, Mr. Elman will be entitled to receive an award of 1,333 restricted shares of common stock on the date of his appointment and at each annual stockholder’s meeting thereafter. Restricted stock issued to independent directors under the Company’s employee and director incentive restricted share plan vests over a five-year period following the first anniversary of the date of grant in increments of 20% per annum. Mr. Elman will also enter into an indemnification agreement with the Company, a copy of which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
SIGNATURES
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.
| AMERICAN REALTY CAPITAL GLOBAL TRUST II, INC. | ||||
| Date: April 22, 2015 | By: | /s/ Scott J. Bowman | ||
| Name: | Scott J. Bowman | |||
| Title: | Chief Executive Officer | |||