UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1929, 2019

Griffin Capital Essential Asset REIT, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-54377

Maryland		26-3335705
MD		26-3335705
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 469-6100

(Registrant's telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[xX] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company 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

Item 75.0107. ~~Regulation~~ Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders

OnAs ~~March~~previously ~~19,~~reported ~~2019,~~by Griffin Capital Essential Asset REIT, Inc. (the "Registrant") ~~issued~~in aits ~~press~~March ~~release~~13, ~~and~~2019 aCurrent ~~detailed~~Report ~~slide~~on ~~presentation~~Form ~~from~~8-K, athe ~~quarterly~~2018 ~~update~~Annual ~~call~~Meeting ~~with~~of ~~registered~~Stockholders ~~representatives~~of ~~and~~the ~~due~~Registrant ~~diligence~~(the ~~personnel~~"2018 ~~discussing~~Annual Meeting") commenced on March 13, 2019 and the Registrant’'s ~~financial~~stockholders ~~results~~voted ~~for~~on Proposal 2, Proposal 3 and Proposal 4 at such time. The Registrant adjourned the ~~year~~2018 ~~ended~~Annual ~~December~~Meeting 31with respect to Proposal 1 until March 29, ~~2018~~2019 at 9:00 a.m., APacific ~~copy~~Time, at Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, CA 90245, in order to allow for additional time to solicit stockholder votes on Proposal 1. Proposal 1 proposes the merger of the ~~press~~Registrant ~~release~~with and into Globe Merger Sub, LLC (“Merger Sub”), a wholly-owned subsidiary of Griffin Capital Essential Asset REIT II, Inc. (“GCEAR II”), pursuant to the ~~earnings~~Agreement ~~presentation~~and ~~are~~Plan ~~attached~~of Merger dated as ~~Exhibit~~of ~~99.1~~December 14, 2018 (the "Merger Agreement"), by and ~~Exhibit~~among ~~99.2~~GCEAR II, ~~respectively~~Griffin Capital Essential Asset Operating Partnership II, toL.P., ~~this~~the ~~Current~~operating ~~Report~~partnership onof ~~Form~~GCEAR ~~8-K~~II, Merger Sub, the Registrant and ~~are~~Griffin ~~incorporated~~Capital ~~herein~~Essential ~~solely~~Asset ~~for~~Operating ~~purposes~~Partnership, L.P., the operating partnership of ~~this~~the ~~Item 7~~Registrant (the "Proposed Merger").01 ~~disclosure~~Proposal 1 is described in detail in the Registrant's definitive proxy statement filed with the Securities and Exchange Commission on February 4, 2019.

~~Pursuant~~Approval toof Proposal 1 requires the ~~rules~~affirmative ~~and~~vote ~~regulations~~of a majority of the ~~Securities~~Registrant's ~~and~~outstanding ~~Exchange~~shares ~~Commission~~of common stock entitled to vote thereon. Although this threshold of total affirmative votes has not yet been met as of March 29, 2019, given the ~~information~~current rate of stockholder approval of approximately 90% in ~~this~~favor ~~Item 7.01~~of ~~disclosure~~the proposal (excluding broker non-votes), ~~including~~the ~~Exhibit~~board ~~99.1~~of ~~and~~directors ~~Exhibit~~of ~~99.2~~the ~~and~~Registrant ~~information~~adjourned ~~set~~the ~~forth~~2018 ~~therein~~Annual Meeting until April 15, is2019 ~~deemed~~at 9:00 a.m. to ~~have~~allow ~~been~~for ~~furnished~~additional ~~and~~time ~~shall~~to ~~not~~solicit bestockholder ~~deemed~~votes toon beProposal ~~“filed”~~1. ~~under~~Abstentions and broker non-votes will have the ~~Securities~~same ~~Exchange~~effect ~~Act~~as ofvotes ~~1934~~against such proposal.

Item 8.01. Other Events

On March 29, 2019, the Registrant issued a notice informing stockholders that the 2018 Annual Meeting was adjourned in order to provide stockholders additional time to vote on Proposal 1 to approve the Proposed Merger. The notice, a copy of which is filed as Exhibit 99.1 to this report, is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



(d)	Exhibits.
99.1	Griffin Capital Essential Asset REIT, Inc. Stockholder Notice Regarding Adjournment of Annual Meeting

99.1 Griffin Capital Essential Asset REIT, Inc. Press Release, dated March 19, 2019

99.2 Presentation of Griffin Capital Essential Asset REIT, Inc.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Griffin Capital Essential Asset REIT, Inc.
Date: March 19, 2019	By:	/s/ Javier F. Bitar
Date: March 29, 2019	By:	/s/ Howard S. Hirsch
		Javier F. Bitar
		Howard S. Hirsch
		Chief Financial Officer and Treasurer
		Chief Legal Officer and Secretary

Filing Compare · Griffin Capital Essential Asset REIT, Inc.