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): July 8, 2015
_______________________
Phillips Edison Grocery Center REIT II, Inc.
(Exact name of registrant as specified in its charter)
_______________________

Maryland
000-55438
61-1714451
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

11501 Northlake Drive
Cincinnati, Ohio 45249
(Address of principal executive offices, including zip code)

(513) 554-1110
(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 (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))


Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 8, 2015, Phillips Edison Grocery Center REIT II, Inc. (the “Company”) held its annual meeting of stockholders in Salt Lake City, Utah. The matter submitted to the stockholders for a vote was the election of five directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified.
The nominees submitted for election as directors were Jeffrey S. Edison, C. Ann Chao, David W. Garrison, Mark D. McDade and Paul J. Massey, Jr. The votes cast for, votes withheld and broker non-votes for each of the director nominees were as follows:
Nominee
For
Withheld
Broker Non-Votes
Jeffrey S. Edison
15,125,907.146
320,078.845
C. Ann Chao
15,112,090.627
333,895.364
David W. Garrison
14,976,248.271
469,737.720
Mark D. McDade
15,131,872.999
314,112.992
Paul J. Massey, Jr.
15,114,434.792
331,551.199

All of the nominees were elected to serve as directors until the next annual meeting of stockholders and until their successors are duly elected and qualified.


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.
 
PHILLIPS EDISON GROCERY CENTER REIT II, INC.
 
 
 
Date: July 13, 2015
By:
/s/ R. Mark Addy
 
 
R. Mark Addy
 
 
Co-President and Chief Operating Officer