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~~May 122, 2015 (~~March~~May 2619, 2015)

American Realty Capital – Retail Centers of America II, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)


333-196594		38-3930764
(Commission File Number)		(IRS Employer Identification No.)

405 Park Avenue

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:

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))

Item 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders

On ~~March~~May 2619, 2015, the stockholders of American Realty Capital – Retail Centers of America II, Inc. (the “Company”) executed ~~entered~~a ~~into~~written consent in lieu of an ~~indemnification~~annual ~~agreement~~stockholder meeting (for 2015 to elect the ~~“Indemnification Agreement”)~~following ~~with~~individuals ~~Herbert~~as ~~Vederman,~~directors into ~~connection~~serve ~~with~~until the ~~appointment~~2016 ofAnnual MrMeeting and until their successors have been duly elected and qualified. ~~Vederman~~The asfollowing aindividuals ~~director~~constituted all of the ~~Company~~nominees onthat ~~March~~were nominated by the Company’s 9,Board ~~2015~~of Directors for submission to the stockholders.

~~The~~Nominee ~~Indemnification~~Position ~~Agreement~~William ~~is substantially similar in form to the indemnification agreement entered into by the Company with its other directors and officers and provides that the Company will indemnify Mr~~M. ~~Vederman~~Kahane toDirector the fullest extent permitted by Maryland law and the Company’s charter and subject to the limitations set forth in the Indemnification Agreement, from and against all judgments, penalties, fines and amounts paid in settlement and expenses reasonably incurred by MrB. ~~Vederman that may result or arise in connection with Mr~~J. ~~Vederman~~Penn ~~serving in~~Independent ~~his~~Director ~~capacity~~Herbert as a present or former director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that Mr. Vederman isIndependent or was serving in such capacity at the request of the Company. The Indemnification Agreement further provides that, subject to the limitations set forth in the Indemnification Agreement, the Company will, without requiring a preliminary determination of Mr. Vederman’s ultimate entitlement of indemnification under the Indemnification Agreement, advance all reasonable expenses to Mr. Vederman incurred by or on behalf of Mr. Vederman in connection with any proceeding Mr. Vederman is or is threatened to be made a party to.Director

The Indemnification Agreement provides that Mr. Vederman is entitled to indemnification unless it is established by clear and convincing evidence that (a) the act or omission of Mr. Vederman was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Mr. Vederman actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, Mr. Vederman had reasonable cause to believe that his conduct was unlawful. The Indemnification Agreement further limits Mr. Vederman’s entitlement to indemnification in cases where (a) Mr. Vederman’s gross negligence or willful misconduct caused loss or liability to the Company, (b) loss or liability arose from an alleged violation of federal or state securities laws unless certain conditions were met, (c) the proceeding was one by or in the right of the Company and Mr. Vederman was adjudged to be liable to the Company, (d) Mr. Vederman was adjudged to be liable on the basis that personal benefit was improperly received in any proceeding charging improper personal benefit to Mr. Vederman or (e) the proceeding was brought by Mr. Vederman, except in certain circumstances.SIGNATURES

~~The~~Pursuant ~~Indemnification Agreement also provides that, except for a proceeding brought by Mr. Vederman, the Company has the right~~ to ~~defend Mr. Vederman in any proceeding which may give rise to indemnification under~~ the ~~Indemnification Agreement. The Indemnification Agreement grants Mr. Vederman the~~requirements ~~right to separate counsel in certain proceedings involving separate defenses, counterclaims or other conflicts~~ of ~~interest and in proceedings in which~~ the ~~Company~~Securities ~~fails~~Exchange toAct ~~assume the defense~~ of ~~Mr.~~1934, ~~Vederman in a timely manner. The Indemnification Agreement further provides that~~ the ~~Company~~Registrant ~~will~~has ~~use~~duly ~~its~~caused ~~reasonable~~this ~~best~~report ~~efforts~~ to ~~acquire~~be ~~directors~~signed ~~and~~on ~~officers~~its ~~liability~~behalf ~~insurance covering Mr. Vederman or any claim made against Mr. Vederman~~ by ~~reason~~the ofundersigned hereunto ~~his~~duly ~~service to the Company~~authorized.

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the Indemnification Agreement, which was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 31, 2015, and is incorporated herein by reference.

	AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA II, INC.


May 22, 2015	By:	/s/ William M. Kahane
		William M. Kahane
		Chief Executive Officer and
		Chairman of the Board of Directors

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 – RETAIL CENTERS OF AMERICA II, INC.
April 1, 2015	By:	/s/ William M. Kahane
		William M. Kahane
		Chief Executive Officer and
		Chairman of the Board of Directors

Filing Compare · American Realty Capital - Retail Centers of America II, Inc.