Form 8-K - Current report

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 21, 2024

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant’s 2024 Annual Meeting was held on May 21, 2024 (the “Annual Meeting”). A total of 50,656,671 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 thirteen directors, each for a one-year term.


Nominee	Shares Voted For	Shares Withheld	Broker Non-Votes
John F. Barros	43,893,982	461,361	6,301,328
Anthony R. Coscia	43,158,140	1,197,203	6,301,328
Jack M. Farris	43,671,002	684,341	6,301,328
Robert C. Garrett	43,888,044	467,299	6,301,328
Kimberly M. Guadagno	43,724,772	630,571	6,301,328
Nicos Katsoulis	43,849,467	505,876	6,301,328
Joseph J. Lebel III	43,343,592	1,011,751	6,301,328
Christopher D. Maher	43,142,006	1,213,337	6,301,328
Joseph M. Murphy, Jr.	43,973,981	381,362	6,301,328
Steven M. Scopellite	43,613,550	741,793	6,301,328
Grace C. Torres	43,569,706	785,637	6,301,328
Patricia L. Turner	43,861,013	494,330	6,301,328
Dalila Wilson-Scott	43,841,131	514,212	6,301,328

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
36,259,390	7,692,922	403,031	6,301,328

Matter 3. The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Registrant for the fiscal year ending December 31, 2024.


Shares Voted For	Shares Voted Against	Shares Voted Abstain	Broker Non-Votes
50,185,790	368,360	102,521	—

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 28, 2024	/s/ Patrick S. Barrett
		Patrick S. Barrett
		Executive Vice President and Chief Financial Officer

Document and Entity Information	May 21, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	OCEANFIRST FINANCIAL CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-11713
Entity Tax Identification Number	22-3412577
Entity Address, Address Line One	110 West Front Street
Entity Address, City or Town	Red Bank
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07701
City Area Code	732
Local Phone Number	240-4500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001004702
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	OCFC
Security Exchange Name	NASDAQ
Series A Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 7.0% Series A Non-Cumulative, perpetual preferred stock)
Trading Symbol	OCFCP
Security Exchange Name	NASDAQ