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): June 27, 2017 (June 27, 2017)
OCEANFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-11713
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22-3412577
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753
(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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN
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OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On June 27, 2017 OceanFirst Financial Corp. (the “Company”) and each of Christopher D. Maher, Chairman, Chief Executive Officer and President of the Company and OceanFirst Bank (the “Bank”), Michael J. Fitzpatrick, Executive Vice President and Chief Financial Officer of the Company and the Bank, Joseph R., Iantosca, Executive Vice President and Chief Administrative Officer of the Bank, Joseph J. Lebel III, Executive Vice President and Chief Banking Officer of the Bank, and Steven J. Tsimbinos Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank (each such person, the “
Executive
”) entered into the First Amendment to Confidentiality and Executive Restriction Agreement (the “Amendment”). The Amendments amend the Confidentiality and Executive Restriction Agreements (the “Original Confidentiality Agreements”) entered into on April 5, 2017 in connection with the Executive’s execution of their employment agreements. The Amendments are substantially identical and clarify that nothing in the Original Confidentiality Agreements prevent the Executives from communicating with or filing a complaint with a government agency, or to receive an award for so providing information. The form of the Amendment is filed herewith as Exhibit 10.35A, and the description above is qualified by reference to such Exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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EXHIBITS
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10.35A
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Form of First Amendment to Confidentiality and Executive Restriction Agreement Employment between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, Michael J. Fitzpatrick, Joseph R. Iantosca, Joseph J. Lebel III, and Steven J. Tsimbinos.
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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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Date:
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June 27, 2017
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/s/ Steven J. Tsimbinos
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Steven J. Tsimbinos
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Executive Vice President, General
Counsel and Corporate Secretary
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Exhibit Index
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Exhibit No.
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Description
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10.35A
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Form of First Amendment to Confidentiality and Executive Restriction Agreement Employment between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, Michael J. Fitzpatrick, Joseph R. Iantosca, Joseph J. Lebel III, and Steven J. Tsimbinos.
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EXHIBIT 10.35A
OCEANFIRST FINANCIAL CORP.
AMENDMENT NO. 1 TO
CONFIDENTIALITY AND EMPLOYEE RESTRICTION AGREEMENT
This amendment (this “
Amendment
”) is entered into on this _____ day of June, 2017, by and between _____________ (the “
Executive
”) and OceanFirst Financial Corp., a Delaware corporation (the “
Holding Company
”).
WHEREAS, on April 5, 2017 the Executive and the Holding Company previously entered into an Executive Employment Agreement (“the “
Employment Agreement
”) and a Confidentiality and Executive Restriction Agreement attached thereto as
Exhibit A
(the “
Confidentiality Agreement
”); and
WHEREAS, the Executive and the Holding Company deem it in their best interests to amend the Confidentiality Agreement as provided below.
NOW THEREFORE, in consideration of the above premises and mutual covenants and agreements herein set forth and for other good and valuable consideration, the receipt of which is acknowledged, the Executive and the Holding Company agree as follows:
1.
Amendment to the Confidentiality Agreement
. The Confidentiality Agreement is hereby amended by adding the following paragraph between paragraphs 3 and 4.
3A.
Protected Rights
. Executive understands that nothing contained in this Confidentiality Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Office of the Comptroller of the Currency, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“
Government Agencies
”). Executive further understands that this Confidentiality Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other Company confidential information, without notice to the Company. This Confidentiality Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies.
2.
Further Assurances
. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Amendment.
3.
No Other Amendments
. Except as expressly amended hereby, the provisions of the Confidentiality Agreement are hereby ratified and confirmed by the parties and shall remain unchanged and in full force and effect. All references in the Employment Agreement to the Confidentiality Agreement and all references in the Confidentiality Agreement to "this Confidentiality Agreement" shall be read as references to the Confidentiality Agreement, as amended hereby.
4.
Construction and Governing Law
. This Amendment shall be construed together with, and as a part of, the Confidentiality Agreement and shall be governed in all respects by the laws of the State of New Jersey as such laws are applied to agreements to be performed entirely in such state, except to the extent preempted by federal law.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first set forth above.
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OCEANFIRST FINANCIAL CORP.
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By:
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Name:
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Title:
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Executive
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