UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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 24, 2021
OCEANFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| 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:
| ☐ | 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 | 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. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS EVENTS
At the Registrant’s 2021 Annual Meeting of Stockholders held on May 19, 2021 (the “Annual Meeting”), the stockholders approved Amendment No. 1 the OceanFirst Financial Corp. 2020 Stock Incentive Plan (the “Plan”). A description of the material features of the amended Plan and a full copy of Amendment No. 1 to the Plan were included in the proxy statement filed with the SEC on April 22, 2021.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant’s 2021 Annual Meeting was held on May 19, 2021. A total of 53,581,493 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:
Matter 1. The election of fifteen directors, each for a one-year term.
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | ||||||||
| Angelo J. Catania | 45,600,147 | 1,335,717 | 6,645,629 | ||||||||
| Anthony R. Coscia | 46,548,425 | 387,439 | 6,645,629 | ||||||||
| Michael D. Devlin | 46,627,876 | 307,988 | 6,645,629 | ||||||||
| Jack M. Farris | 45,306,643 | 1,629,221 | 6,645,629 | ||||||||
| Kimberly M. Guadagno | 45,877,780 | 1,058,084 | 6,645,629 | ||||||||
| Nicos Katsoulis | 46,379,060 | 556,804 | 6,645,629 | ||||||||
| John K. Lloyd | 45,284,607 | 1,651,257 | 6,645,629 | ||||||||
| Christopher D. Maher | 45,872,318 | 1,063,546 | 6,645,629 | ||||||||
| William D. Moss | 43,237,558 | 3,698,306 | 6,645,629 | ||||||||
| Joseph M. Murphy, Jr. | 46,379,230 | 556,634 | 6,645,629 | ||||||||
| Steven M. Scopellite | 46,632,601 | 303,263 | 6,645,629 | ||||||||
| Grace C. Torres | 45,910,290 | 1,025,574 | 6,645,629 | ||||||||
| Patricia L. Turner | 46,558,701 | 377,163 | 6,645,629 | ||||||||
| Grace Vallacchi | 46,019,955 | 915,909 | 6,645,629 | ||||||||
| John E. Walsh | 45,618,575 | 1,317,289 | 6,645,629 | ||||||||
Matter 2. An advisory (non-binding) vote to approve the compensation paid to the Registrant’s named executive officers.
| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes | ||||||||
| 36,979,594 | 9,722,845 | 233,425 | 6,645,629 | ||||||||
Matter 3. The approval of Amendment No. 1 to the OceanFirst Financial Corp. 2020 Stock Incentive Plan.
| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes | ||||||||
| 45,137,922 | 1,696,670 | 101,272 | 6,645,629 | ||||||||
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, 2021.
| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes | ||||||||
| 51,882,573 | 1,654,598 | 44,322 | — | ||||||||
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.
| OCEANFIRST FINANCIAL CORP. | ||||||||
| Dated: | May 24, 2021 | /s/ Michael J. Fitzpatrick | ||||||
| Michael J. Fitzpatrick | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||