IRET Tidal Trust II iREIT - MarketVector Quality REIT Index

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)                                  On June 22, 2016, Stephen L. Stenehjem, a member of the Company’s Board of Trustees, notified the Company and the Board that he does not intend to stand for re-election at the Company’s 2016 Annual Shareholder Meeting, to be held on September 20, 2016.

(e)                                   On June 22, 2016, the Compensation Committee recommended, and the independent trustees approved, a new long-term incentive program (“LTIP”) under the 2015 Incentive Plan to be more consistent with best practices in the market and align more closely with the Company’s compensation program goals, and granted as of June 22, 2016 LTIP grants to each of the following named executive officers (collectively, the “NEOs”): Timothy P. Mihalick, President and Chief Executive Officer; Ted E. Holmes, Chief Financial Officer and EVP; Diane K. Bryantt, Chief Operating Officer and EVP; Mark W. Reiling, Chief Investment Officer and EVP; and Michael A. Bosh, General Counsel and EVP.

Under the LTIP, NEOs received: (1) 75% of the Target LTIP in performance shares (“Target Shares”), and (2) 25% in time-based restricted shares. Target LTIP is based on a percentage of the NEO’s base salary in effect as of May 1, 2016: 100% for Mr. Mihalick and 70% for the other NEOs.

The performance share awards are granted at the maximum award level, or 200% of the Target Shares, and are earned based on the Company’s total shareholder return (“TSR”) over a three-year period as compared to the TSRs of the constituent members of the MSCI US REIT Index over the same measurement period, ranging from 0% up to 200% of the Target Shares based on threshold, target and maximum performance levels. If achievement falls between two performance levels, then linear interpolation will be used to determine the number of earned shares. If the NEO remains in the continuous employ of the Company or an affiliate from the date of grant until the end of the measurement period, then the earned shares will fully vest at the end of the measurement period. If the NEO’s employment is terminated before the end of the measurement period for either good reason by the NEO, without cause by the Company or upon the NEO’s death or disability (a “Qualifying Termination”), then a pro rata portion of the earned shares will vest at the end of the measurement period. If a change in control occurs before the end of the measurement period, then a pro rata portion of the earned shares will vest on the change of control date.

The time-based share awards are granted at the Target LTIP level and vest as to one-third of the shares on each June 22, 2017, May 1, 2018 and May 1, 2019 if the NEO remains in the continuous employ of the Company or an affiliate through each of the applicable vesting dates. If the NEO’s employment is terminate due to death or disability before the last vesting date, then any shares that remain unvested will vest in full as of the date of such termination. If a change of control occurs before the last vesting date and the NEO’s employment is terminated in a Qualifying Termination as of the change of control date, or within twelve months of the change of control date, then any shares that remain unvested will vest in full as of the change in control date.

The LTIP awards were granted to the officers as follows:

(1) Target LTIP was then converted into shares based on the 20-trading day average closing price of the Company’s common shares prior to the grant date, or $6.31 per share.

2