Docoh
Loading...

OCFC OceanFirst Financial

Filed: 24 May 21, 4:30pm

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 classTrading symbolName of each exchange in which registered
Common stock, $0.01 par value per shareOCFCNASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 7.0% Series A Non-Cumulative, perpetual preferred stock)OCFCPNASDAQ
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.

NomineeShares Voted ForShares WithheldBroker Non-Votes
Angelo J. Catania45,600,147 1,335,717 6,645,629 
Anthony R. Coscia46,548,425 387,439 6,645,629 
Michael D. Devlin46,627,876 307,988 6,645,629 
Jack M. Farris45,306,643 1,629,221 6,645,629 
Kimberly M. Guadagno45,877,780 1,058,084 6,645,629 
Nicos Katsoulis46,379,060 556,804 6,645,629 
John K. Lloyd45,284,607 1,651,257 6,645,629 
Christopher D. Maher45,872,318 1,063,546 6,645,629 
William D. Moss43,237,558 3,698,306 6,645,629 
Joseph M. Murphy, Jr.46,379,230 556,634 6,645,629 
Steven M. Scopellite46,632,601 303,263 6,645,629 
Grace C. Torres45,910,290 1,025,574 6,645,629 
Patricia L. Turner46,558,701 377,163 6,645,629 
Grace Vallacchi46,019,955 915,909 6,645,629 
John E. Walsh45,618,575 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 ForShares Voted AgainstShares Voted AbstainBroker Non-Votes
36,979,5949,722,845233,4256,645,629

Matter 3.     The approval of Amendment No. 1 to the OceanFirst Financial Corp. 2020 Stock Incentive Plan.

Shares Voted ForShares Voted AgainstShares Voted AbstainBroker Non-Votes
45,137,9221,696,670101,2726,645,629

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 ForShares Voted AgainstShares Voted AbstainBroker Non-Votes
51,882,5731,654,59844,322





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