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 (Date of earliest event reported): May 5, 2008
ORITANI FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
United States 001-33223 22-3617996
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
370 Pascack Road, Township of Washington, New Jersey 07676
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 664-5400
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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))
Item 5.02 Departure of Directors or Principals Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2008, the Board of Directors approved the granting of stock
options and restricted stock awards to the executive officers of the Company
listed below:
Executive Officer Number of Options Number of Shares of Restricted Stock
----------------- ----------------- ------------------------------------
Kevin J. Lynch 397,411 198,706
Michael A. DeBernardi 178,835 95,379
John M. Fields, Jr. 178,835 95,379
Thomas Guinan 178,835 95,379
Philip M. Wyks 26,494 15,000
Anne Mooradian 26,494 15,000
Roseanne Buscemi 26,494 15,000
Paul M. Cordero 19,871 10,000
The grants were made in accordance with the terms of the 2007 Equity
Incentive Plan, which was approved by the stockholders at the April 22, 2008
special meeting of stockholders. All of the options vest in equal installments
over a five-year period, commencing on May 5, 2009, which is one year from the
date of the grant, and have an exercise price of $15.65 per share, which was the
closing market price/last sale price of the Company's common stock on May 5,
2008, the date of the grant. The restricted stock awards also vest in equal
installments over a five-year period, commencing one year from the date of the
grant (May 5, 2009). The vesting of the options and restricted stock awards
accelerate upon death or disability, retirement, involuntary termination of
employment following a change in control, and upon consummation of a second step
conversion of Oritani Financial Corp., MHC, and the grants have other terms and
conditions consistent with the 2007 Equity Incentive Plan. Including the options
and restricted stock shares granted with respect to the above-named officers, a
total of 1,311,457 options and 588,169 shares of restricted stock were granted
to officers and employees of the Company.
Each outside director of the Company was granted 51,663 shares of
restricted stock and an option to purchase 119,223 shares of common stock. The
options vest in equal installments over a five-year period, commencing one year
from the date of the grant (May 5, 2009) and have an exercise price of $15.65
per share, which was the closing market price/last sale price of the Company's
common stock on May 5, 2008, the date of the grant. The restricted stock awards
also vest in equal installments over a five-year period, commencing one year
from the date of the grant (May 5, 2009). The vesting of the options and
restricted stock awards accelerate upon death or disability, retirement,
involuntary termination of service following a change in control, and upon
consummation of a second step conversion of Oritani Financial Corp., MHC, and
the grants have other terms and conditions consistent with the 2007 Equity
Incentive Plan.
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Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
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.
ORITANI FINACIAL CORP.
DATE: May 7, 2008 By: /s/ Kevin J. Lynch
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Kevin J. Lynch
President and Chief Executive Officer
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