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): ~~December~~January 1118, ~~2017~~ 2018

NorthStar Real Estate Income II, Inc.

(Exact name of registrant as specified in its charter)




Maryland	000-55189	90-0916682
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)




590 Madison Avenue, 34th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 547-2600

~~399~~N/A ~~Park Avenue, 18th Floor, New York, NY 10022~~

(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 (see General Instruction A.2. below):



¨	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 x

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. x

Item 5.0207. Submission ~~Departure~~ of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On ~~December 11~~January 18, ~~2017~~2018, ~~Daniel R. Gilbert, the Chairman of the board of directors (the “Board”) of~~ NorthStar Real Estate Income II, Inc., a Maryland corporation (“NorthStar ~~Income~~ II”) ~~and its Chief Executive Officer and President~~, ~~delivered~~held a ~~notice~~special meeting of ~~resignation~~its tostockholders ~~Colony NorthStar, Inc., NorthStar Income II’s sponsor~~ (the “~~Sponsor~~Special Meeting”), ~~tendering~~to ~~his~~vote ~~resignation~~on ~~from~~ the ~~Sponsor~~proposals ~~and~~identified ~~its~~in ~~affiliates effective as of January 11, 2018. As a result of~~ the ~~foregoing,~~joint ~~Mr.~~proxy ~~Gilbert~~statement/prospectus ~~resigned~~that aswas afiled ~~member~~with of the ~~Board~~Securities and asExchange ~~Chairman,~~Commission ~~Chief~~on ~~Executive Officer and President of NorthStar Income II effective as of~~ December 15 6, 2017.

~~The~~As ~~decision~~of bythe ~~Mr.~~close ~~Gilbert~~of ~~was~~business ~~not~~on aNovember 28, ~~result~~2017, ofthe ~~any~~record ~~disagreement~~date ~~with~~for ~~NorthStar~~the ~~Income~~Special Meeting, 114,942,838 shares of NorthStar II’s oncommon ~~any~~stock, ~~matter~~$0.01 ~~relating~~par value per share, were issued and outstanding and entitled to vote at the Special Meeting. 63,510,013 shares of NorthStar II’s ~~Income~~common stock were represented in person or by proxy at the Special Meeting (which included 704,193 shares held by NorthStar II’s ~~operations~~advisor and certain directors that were not entitled to vote on the NorthStar II merger proposal) and, ~~polices~~therefore, ora ~~practices~~quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

In1. The ~~addition,~~NorthStar II onmerger ~~December~~proposal: Proposal ~~15,~~to ~~2017,~~approve the ~~Board~~merger ~~appointed~~of ~~Kevin~~NorthStar II Pwith and into Colony NorthStar Credit Real Estate, Inc. ~~Traenkle~~(“CLNC”), aswith ~~Chairman~~CLNC ofsurviving the ~~Board~~merger, ~~Chief~~pursuant ~~Executive~~to ~~Officer~~the ~~and~~Master ~~President~~Combination Agreement, dated as of ~~NorthStar~~August ~~Income~~25, II2017, toas ~~fill~~amended and restated on November 20, 2017 (the ~~vacancy~~"Master ~~created~~Combination Agreement"), by Mrand among (i) Colony Capital Operating Company, LLC, (ii) NRF RED REIT Corp., ~~Gilbert’s~~(iii) NorthStar Real ~~resignation~~Estate Income Trust, ~~effective~~Inc., as(iv) NorthStar ofReal ~~December~~Estate 15Income Trust Operating Partnership, LP, ~~2017~~(v) NorthStar II, (vi) NorthStar Real Estate Income Operating Partnership II, LP, (vii) CLNC, and (viii) Credit RE Operating Company, LLC. The NorthStar II merger proposal was approved by the following vote:

Mr. Traenkle, age 47, is the Executive Vice President and Chief Investment Officer of the Sponsor, having previously held the position of Executive Director and Chief Investment Officer for one of its predecessors, Colony Capital, Inc. (“Colony Capital”). Mr. Traenkle is also expected to be the Chief Executive Officer of Colony NorthStar Credit Real Estate, Inc., which is expected to be the surviving company in the combination of NorthStar Income II with NorthStar Real Estate Income Trust, Inc. and a select portfolio of assets of the Sponsor. In his roles at the Sponsor and Colony Capital, he has been involved in many facets of the businesses, including business strategy, product development, global client relations, oversight of individual investment and divestment decisions, as well as portfolio construction and risk management. Prior to rejoining the Colony Capital business in 2002, Mr. Traenkle worked for a private equity investment firm, where, among other responsibilities, he focused on the firm’s real estate-related investment and management activities. Prior to originally joining Colony Capital in 1993, Mr. Traenkle worked in the municipal finance department for the investment bank First Albany Corporation in Albany, New York. Mr. Traenkle received a Bachelor of Science in Mechanical Engineering in 1992 from Rensselaer Polytechnic Institute in Troy, New York.

2.The NorthStar II charter amendment proposal: Proposal to approve an amendment to NorthStar II’s charter to delete certain provisions regarding roll-up transactions. The NorthStar II charter amendment proposal was approved by the following vote:

3.The NorthStar II adjournment proposal: Proposal to adjourn the Special Meeting, if necessary or appropriate, as determined in the sole discretion of the chairperson of the Special Meeting, to solicit additional proxies in favor of the NorthStar II merger proposal and the NorthStar II charter amendment proposal. The NorthStar II adjournment proposal was approved by the following vote:

Item 8.01. Other Events.

NorthStar II has announced that the merger transaction is currently expected to close on or about January 31, 2018, subject to the satisfaction or waiver of all closing conditions specified in the Master Combination Agreement.

SIGNATURES

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.

SHARES FOR

SHARES AGAINST

SHARES ABSTAINING

BROKER NON‑VOTES

Filing Compare · NorthStar Real Estate Income II, Inc.