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): May 26, 2020 (May 20, 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 |
| Depositary Shares (each representing a 1/40th interest in a share of 7.0% Series A Non-Cumulative, perpetual preferred stock) | | OCFCP | | 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 |
The term of Steven E. Brady, a member of the Board of Directors of the Registrant, expired at the conclusion of the Registrant’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 20, 2020. Notice of the expiration of Mr. Brady’s term from the Boards of the Registrant and OceanFirst Bank, N.A. (the “Bank”), the Registrant’s banking subsidiary, was reported in the 8-K filed with the SEC on March 31, 2020.
At the 2020 Annual Meeting, the stockholders approved the OceanFirst Financial Corp. 2020 Stock Incentive Plan (the “Plan”). A description of the material features of the Plan and a full copy was included in the proxy statement filed with the SEC on April 22, 2020. The form of the Award Agreements for the Plan is filed with this Form 8-K as Exhibits 10.41
and 10.42.
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Registrant’s 2020 Annual Meeting was held on May 20, 2020. A total of 53,271,770 shares were present or represented by proxy at the Annual Meeting. The matters considered and voted on by the Registrant’s stockholders at the Annual Meeting and the votes of the stockholders were as follows:
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| Matter 1. | The election of fourteen directors, each for a one-year term. |
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| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes |
| Angelo Catania | 44,617,560 | 1,270,449 | 7,383,761 |
| Anthony Coscia | 36,800,946 | 9,087,063 | 7,383,761 |
| Michael D. Devlin | 34,653,312 | 11,252,697 | 7,383,761 |
| Jack M. Farris | 43,353,180 | 2,534,829 | 7,383,761 |
| Kimberly M. Guadagno | 43,617,779 | 2,270,230 | 7,383,761 |
| Nicos Katsoulis | 34,630,479 | 11,257,530 | 7,383,761 |
| John K. Lloyd | 43,683,271 | 2,204,738 | 7,383,761 |
| Christopher D. Maher | 37,065,591 | 8,822,418 | 7,383,761 |
| William D. Moss | 36,374,373 | 9,513,636 | 7,383,761 |
| Joseph M. Murphy, Jr. | 36,374,188 | 9,513,821 | 7,383,761 |
| Steven M. Scopellite | 44,847,082 | 1,040,927 | 7,383,761 |
| Grace C. Torres | 43,625,524 | 2,262,485 | 7,383,761 |
| Grace Vallacchi | 36,173,063 | 9,714,946 | 7,383,761 |
| John E. Walsh | 44,243,379 | 1,644,630 | 7,383,761 |
Matter 2. An advisory (non-binding) vote to approve the compensation paid to the
Registrant’s named executive officers.
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| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes |
| 37,314,668 | 8,191,825 | 381,516 | 7,383,761 |
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| Matter 3. | The approval of the OceanFirst Financial Corp. 2020 Stock Incentive Plan. |
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| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes |
| 44,450,099 | 1,193,399 | 244,511 | 7,383,761 |
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| Matter 4. | The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Registrant for the fiscal year ending December 31, 2020. |
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| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes |
| 52,577,739 | 621,252 | 72,779 | — |
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| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
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| (d) | EXHIBITS |
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| 10.40 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Stock Options |
| 10.41 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Time-Vested Stock Awards |
| 10.42 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Performance Based Stock Award Agreement |
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: | May 26, 2020 | /s/ Michael J. Fitzpatrick |
| | | Michael J. Fitzpatrick |
| | | Executive Vice President and Chief Financial Officer |
Exhibit Index
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| Exhibit | | Description |
| | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Stock Options |
| | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Time-Vested Stock Awards |
| | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Performance Based Stock Award Agreement |
