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): March 31, 2020
OCEANFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-11713 | | 22-3412577 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employer Identification No.) |
110 West Front Street, Red Bank, New Jersey 07701
(Address of principal executive offices, including zip code)
(732)240-4500
(Registrant’s telephone number, including area code)
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: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading symbol | | Name of each exchange in which registered |
| Common stock, $0.01 par value per share | | OCFC | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On March 31, 2020, Samuel R. Young, a member of the Board of Directors of the Registrant, notified the Registrant that he will be retiring from the Boards of the Registrant and OceanFirst Bank, N.A., the Registrant’s banking subsidiary (the “Bank”), effective immediately, in order to devote his full attention to his businesses.
The Leadership Committee of the Registrant, acting as the Registrant’s nominating committee, has nominated the following Directors for re-election to a one-year term at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”): Angelo Catania, Anthony R. Coscia, Michael D. Devlin, Jack M. Farris, Kimberly M. Guadagno, Nicos Katsoulis, John K. Lloyd, Christopher D. Maher, William D. Moss, Joseph M. Murphy, Jr., Steven M. Scopellite, Grace C. Torres, Grace M. Vallacchi, and John E. Walsh. Director Steven E. Brady was not nominated for re-election and his term as Director of the Registrant and the Bank will expire at the 2020 Annual Meeting. On March 25, 2020, the Board of Directors of the Registrant accepted the recommendation of the Leadership Committee.
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.
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| | | OCEANFIRST FINANCIAL CORP. |
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| Dated: | March 31, 2020 | /s/ Michael J. Fitzpatrick |
| | | Michael J. Fitzpatrick |
| | | Executive Vice President and Chief Financial Officer |
