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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~September 10, 2019~~

Date of Report (Date of earliest event reported): November 1, 2019

CNL HEALTHCARE PROPERTIES II, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-55777	47-4524619
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
450 South Orange Avenue, Orlando, FL		32801
(Address of Principal Executive Offices)		(Zip Code)

450 South Orange Avenue, Orlando, FL		32801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (407) 650-1000

Not applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

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 ☒

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. ☒

~~Securities~~Item ~~registered~~5.02 ~~pursuant~~Departure toof ~~Section 12(b)~~Directors or Certain Officers; Election of ~~the~~Directors; ~~Act:~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Title~~(b) On November 1, 2019, L. Burke Rainey, tendered his resignation as the chief accounting officer of ~~each~~CNL ~~class~~Healthcare ~~Trading~~Properties ~~Symbol~~II, Inc. (sthe “Company”), ~~Name~~effective as of ~~each~~December 31, ~~exchange~~2019. There is no disagreement between Mr. Rainey and the Company on ~~which~~any ~~registered~~matter ~~None~~relating ~~N/A~~to ~~N/A~~the Company’s financial condition or financial reporting.

~~ITEM~~(c) 5Effective upon Mr.07 Rainey’s ~~SUBMISSION~~departure, OFIxchell ~~MATTERS~~C. TODuarte, Athe ~~VOTE~~Company’s OFchief ~~SECURITY~~financial officer ~~HOLDERS~~and treasurer, will additionally assume the role of principal accounting officer of the Company. Ms. Duarte has served as the Company’s chief financial officer and treasurer since February 2018 and as senior vice president since January 2016. She previously served as the Company’s chief accounting officer from January 2016 to June 2017. Ms. Duarte has served as senior vice president and chief accounting officer of CHP II Advisors, LLC, the Company’s external advisor (the “Advisor”) since its inception on July 9, 2015. Ms. Duarte has served as chief financial officer and treasurer of CNL Healthcare Properties, Inc., a public, non-traded REIT, since February 2018 and as a senior vice president since March 2012. Ms. Duarte also served as chief accounting officer from March 2012 until June 2017, and was previously a vice president from February 2012 to March 2012. She also has served as senior vice president and chief accounting officer of CNL Healthcare Corp., the advisor to CNL Healthcare Properties, Inc., since November 2013. Ms. Duarte served as senior vice president and chief accounting officer of CNL Lifestyle Properties, Inc., a public, non-traded REIT from March 2012 until its dissolution in December, 2017. Ms. Duarte served as senior vice president and chief accounting officer of its advisor from November 2013 to December 2017. Ms. Duarte served as senior vice president and chief accounting officer of CNL Growth Properties, Inc., a public non-traded REIT from June 2012 until its dissolution in October 2017. Ms. Duarte served as senior vice president of its advisor from November 2013 to December 2017. She also served as senior vice president and chief accounting officer of Global Income Trust, Inc., a public non-traded REIT, from June 2012 until its dissolution in December 2015, and served as a senior vice president of its advisor from November 2013 to December 2016. Prior to rejoining CNL affiliates in January 2012, Ms. Duarte served as controller at GE Capital, Franchise Finance from February 2007 through January 2012. Ms. Duarte served as senior vice president and chief accounting officer of Trustreet Properties, Inc., a publicly traded REIT, from February 2005 until the sale of Trustreet to GE Capital in February 2007. Ms. Duarte served as vice president and controller of CNL Restaurant Properties, Inc. from November 1999 through February 2005 and held various positions with CNL affiliates from September 1995 to February 2005, including director of accounting, controller, chief financial officer, secretary and treasurer. Prior to joining CNL’s affiliates, Ms. Duarte worked in the New York City audit practice of KPMG, LLP from September 1988 through August 1990 and for the Orlando, FL audit practice of Coopers & Lybrand from September 1990 through September 1995. She received a B.S. in accounting from the Wharton School of the University of Pennsylvania in 1988 and is a certified public accountant and a chartered global management accountant.

OnAll ~~September 10,~~of ~~2019,~~our ~~CNL~~executive ~~Healthcare~~officers ~~Properties~~are ~~II,~~employed ~~Inc.~~by and receive ~~(the~~compensation ~~“Company”)~~from ~~held~~affiliates ~~its annual meeting~~ of ~~stockholders (~~the ~~“Annual~~ ~~Meeting”) at CNL Center at City Commons, Tower I, 13th Floor, 450 South Orange Avenue, Orlando, Florida 32801~~Advisor. ~~At the Annual Meeting, the Company’s stockholders voted in person or by proxy on:~~

~~(1) A~~SIGNATURES plan of complete liquidation and dissolution of the Company (the “Plan of Dissolution”, and the proposal, the “Plan of Dissolution Proposal”). The principal purpose of the Plan of Dissolution is to maximize stockholder value by selling the Company’s assets, paying its debts and distributing the net proceeds from liquidation to the Company’s stockholders.

~~(2) Three~~Pursuant ~~proposed~~to ~~amendments~~the torequirements of the ~~Company’s~~Securities ~~charter~~Exchange ~~(together~~Act of 1934, the ~~“Charter~~ ~~Amendment~~Company ~~Proposals”)~~has duly caused this report to: be signed on its behalf by the undersigned thereunto duly authorized.

(a) eliminate (i) conditions and limitations on the Company’s exculpation and indemnification of the Company’s present or former directors and the Company’s external advisor and its affiliates and (ii) limitations on the Company’s ability to reimburse the Company’s present or former directors and the Company’s external advisor or its affiliates for reasonable legal expenses and other costs, each of which had previously been required by state securities administrators in connection with the Company’s initial public offering or that related to such required provisions. Instead, the proposed amendment provides that the Company shall exculpate and indemnify the Company’s present and former directors and officers to the maximum extent permitted by Maryland law and provides the Company the ability to exculpate and indemnify the Company’s external advisor and its affiliates pursuant to the terms of the advisory agreement (the “Indemnification Proposal”),


	CNL Healthcare Properties II, Inc.

November 7, 2019

	By:	/s/ Stephen H. Mauldin
		Stephen H. Mauldin
		Chief Executive Officer, President and Chairman

(b) eliminate the requirement in the Company’s charter to distribute a specific report with audited financial statements, related party and other information to stockholders each year, that had previously been required by state securities administrators in connection with the Company’s initial public offering or that related to such required provisions (the “Reporting Proposal”). Although the charter would no longer require the Company to provide audited financial statements to the Company’s stockholders, any decision by the Company to cease providing audited financial statements to the Company’s stockholders would need to be approved by the board of directors and would require that the Securities and Exchange Committee grant the Company relief from certain reporting requirements under the U.S. Securities Exchange Act of 1934, as amended, and

(c) exclude the distribution of interests in a liquidating trust from the definition of a “roll-up transaction” (the “Roll-Up Definition Proposal”);

(3) The election of the following individuals to the board of directors: Stephen H. Mauldin, Douglas N. Benham, and Dianna F. Morgan.

(4) The ratification of the appointment of Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm for the year ended December 31, 2019; and

(5) A proposal that would permit the Company (a) to proceed with the voting on and approval of only the proposals that have received sufficient votes to be approved at the Annual Meeting, and (b) subsequently, to adjourn the Annual Meeting, even if a quorum is present, to solicit additional proxies to vote in favor of any proposal that had not received sufficient votes to be approved at the Annual Meeting, if necessary (the “Adjournment Proposal”).

For a detailed description of each of the proposals submitted for stockholder vote at the Annual Meeting, including a summary of the Plan of Dissolution Proposal and the revisions that each of the Charter Amendment Proposals would make to the Company’s previous charter, see the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 7, 2019 (the “Proxy Statement”).

The Plan of Dissolution Proposal was approved. The number of votes cast for and votes withheld from, and the number of abstentions and broker non-votes with respect to, the Plan of Dissolution Proposal were as follows:

		Votes For				VotesAgainst				Abstentions				BrokerNon-Votes
Plan of Dissolution Proposal			2,891,365				81,175				41,590				1,133,789

Two of the three Charter Amendment Proposals, the Reporting Proposal and the Roll-Up Definition Proposal, were approved. The Indemnification Proposal was not approved. The amendments to the Company’s charter were filed in Maryland and became effective on September 10, 2019. The number of votes cast for and votes withheld from, and the number of abstentions and broker non-votes with respect to, the three Charter Amendment Proposals were as follows:

	Votes For		VotesAgainst		Abstentions		BrokerNon-Votes
Indemnification Proposal		2,456,415		386,699		171,016		1,133,789
Reporting Proposal		2,575,351		337,300		101,479		1,133,789
Roll-Up Definition Proposal		2,664,838		239,281		110,011		1,133,789

All of the director nominees were elected. The number of votes cast for and votes withheld from each of the director nominees and the number of broker non-votes were as follows:

Name	Votes For		Votes Withheld		BrokerNon-Votes
Stephen H. Mauldin		2,847,494		166,636		1,133,789
Douglas N. Benham		2,853,494		160,636		1,133,789
Dianna F. Morgan		2,859,891		154,239		1,133,789

The appointment of E&Y was ratified. The number of votes cast for and votes withheld from, and the number of abstentions with respect to, the ratification of the appointment of E&Y as the Company’s independent registered public accounting firm for the year ended December 31, 2019 were as follows:

		Votes For				VotesAgainst				Abstentions				BrokerNon-Votes
Ratification of E&Y Appointment			4,038,075				61,412				48,432				—

The Adjournment Proposal was approved. The number of votes cast for and votes withheld from, and the number of abstentions with respect to, the Adjournment Proposal were as follows:

		Votes For				VotesAgainst				Abstentions				BrokerNon-Votes
Adjournment Proposal			2,793,505				167,908				52,717				1,133,789

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Ex.		Description
99.1		Articles of Amendment

SIGNATURES

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

	CNL Healthcare Properties II, Inc.
September 11, 2019	By:	/s/ Ixchell C. Duarte
		Ixchell C. Duarte Chief Financial Officer, Treasurer and Senior Vice President

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