OCEANFIRST FINANCIAL CORP (Form: 8-K, Received: 05/26/2020 13:08:31)

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): May 26, 2020 (May 20, 2020)

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

The term of Steven E. Brady, a member of the Board of Directors of the Registrant, expired at the conclusion of the Registrant’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 20, 2020. Notice of the expiration of Mr. Brady’s term from the Boards of the Registrant and OceanFirst Bank, N.A. (the “Bank”), the Registrant’s banking subsidiary, was reported in the 8-K filed with the SEC on March 31, 2020.

At the 2020 Annual Meeting, the stockholders approved the OceanFirst Financial Corp. 2020 Stock Incentive Plan (the “Plan”). A description of the material features of the Plan and a full copy was included in the proxy statement filed with the SEC on April 22, 2020. The form of the Award Agreements for the Plan is filed with this Form 8-K as Exhibits 10.41

and 10.42.


ITEM 5.07	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant’s 2020 Annual Meeting was held on May 20, 2020. A total of 53,271,770 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 fourteen directors, each for a one-year term.



Nominee	Shares Voted For	Shares Withheld	Broker Non-Votes
Angelo Catania	44,617,560	1,270,449	7,383,761
Anthony Coscia	36,800,946	9,087,063	7,383,761
Michael D. Devlin	34,653,312	11,252,697	7,383,761
Jack M. Farris	43,353,180	2,534,829	7,383,761
Kimberly M. Guadagno	43,617,779	2,270,230	7,383,761
Nicos Katsoulis	34,630,479	11,257,530	7,383,761
John K. Lloyd	43,683,271	2,204,738	7,383,761
Christopher D. Maher	37,065,591	8,822,418	7,383,761
William D. Moss	36,374,373	9,513,636	7,383,761
Joseph M. Murphy, Jr.	36,374,188	9,513,821	7,383,761
Steven M. Scopellite	44,847,082	1,040,927	7,383,761
Grace C. Torres	43,625,524	2,262,485	7,383,761
Grace Vallacchi	36,173,063	9,714,946	7,383,761
John E. Walsh	44,243,379	1,644,630	7,383,761

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
37,314,668	8,191,825	381,516	7,383,761


Matter 3.	The approval of the OceanFirst Financial Corp. 2020 Stock Incentive Plan.



Shares Voted For	Shares Voted Against	Shares Voted Abstain	Broker Non-Votes
44,450,099	1,193,399	244,511	7,383,761


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, 2020.



Shares Voted For	Shares Voted Against	Shares Voted Abstain	Broker Non-Votes
52,577,739	621,252	72,779	—


ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS



(d)	EXHIBITS

10.40	Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Stock Options
10.41	Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Time-Vested Stock Awards
10.42	Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Performance Based Stock Award Agreement

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 26, 2020	/s/ Michael J. Fitzpatrick
		Michael J. Fitzpatrick
		Executive Vice President and Chief Financial Officer

Exhibit Index



Exhibit		Description
10.40		Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Stock Options
10.41		Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Time-Vested Stock Awards
10.42		Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Performance Based Stock Award Agreement

Exhibit 10.40

OCEANFIRST FINANCIAL CORP.

2020 STOCK INCENTIVE PLAN

OPTION AWARD AGREEMENT

GRANT OF [XX, 20XX]


Name of Recipient:	XX


Total Stock Award:	XX

Exercise Price Per Share: XX


Installment Schedule:	[20]% of Award for each year of the [5] year Vesting Schedule as follows:


[1^st installment XX

2^nd installment XX

3^rd installment XX

4^th installment XX

5^th installment XX]


Vesting Schedule:	Installments are earned after each period of continuous employment commencing on [March 1, XX] and on each

[March 1st thereafter] through [March 1, XX].


Date of Grant:	XX


Payment of Exercise Price:	The Exercise Price may be paid by delivery of any combination of cash, Common Stock or other consideration (to the permitted under the Plan) having a Fair Market Value on the exercise date equal to the total Exercise Price, including a cashless exercise arrangement with a qualifying broker-dealer or a constructive stock swap or “net exercise”.

Effect of Termination of

Employment because of:


(a) Death or Disability:	All unvested shares subject to this Stock Award vest immediately upon such termination of employment.


(b) Cause:	All unvested shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such shares become null and void.


(c) Other Reasons:	Unless otherwise determined by the Committee, all unvested shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such shares become null and void.


Voting:	Recipient is entitled to direct the Trustee as to the voting of shares subject to this Stock Award that have been granted but have not yet been earned and distributed.

Non-Transferability:

The Recipient of this Stock Award shall not sell, transfer, assign, pledge or otherwise encumber Shares subject to this Stock Award until full vesting of such Shares has occurred. The period of time between the Date of Grant and the date Shares subject to this Award Agreement become vested is referred to herein as the “Restricted Period.” All certificates representing Shares subject to this Award Agreement shall have endorsed thereon the following legend: “The shares represented by this certificate are subject to an agreement between the Holding Company and the registered holder, a copy of which is on file at the principal office of the Holding Company.”

Unless determined otherwise by the Committee and except in the event of the Recipient's death or pursuant to a domestic relations order, this Stock Award is not transferable and may be earned only in the Recipient's lifetime. Upon the death of the Recipient, this Stock Award is transferable by will or the laws of descent and distribution. The terms of the OceanFirst Financial Corp. 2020 Stock Incentive Plan, as amended (the “Plan”), and this Stock Award Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient.

In the event the Recipient is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, the Committee must give written consent to permit the shares subject to this Stock Award Agreement to be sold or otherwise disposed of within six (6) months following the Date of Grant of this Stock Award.

Distribution:

The certificate or certificates evidencing Shares subject to this Stock Award shall be delivered to and deposited with a trustee or with the Secretary of the Holding Company as Escrow Agent in this transaction (either referred to herein as the “Trustee”). Such certificates are to be held by the Trustee until termination of the Restricted Period. Shares of Common Stock, plus any dividends and earnings on such shares, will be distributed as soon as practicable upon termination of the Restricted Period.


Designation of Beneficiary:	A Beneficiary may be designated in writing (subject to such requirements as the Committee may specify in its discretion) to receive in the event of death, any Award to which the Recipient would be entitled pursuant to the Plan under the Stock Award Agreement.

The Committee hereby grants to the individual named above (“Recipient”) a Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Award Agreement, the terms and conditions of the Plan shall prevail.

Neither the Plan or this Award Agreement create any right on the part of an employee to continue in the service of OceanFirst Bank, N.A. (the “Bank”), OceanFirst Financial Corp. or any affiliates thereof. Unless otherwise defined herein, all capitalized terms herein shall have the same meaning as those contained in the Plan.

to execute such further instruments and take such actions as may be reasonably necessary to carry out the intent of this Stock Award Agreement.

The Recipient agrees to make appropriate arrangements with the Holding Company (or parent or subsidiary employing or retaining the Recipient) for satisfaction of any Federal, state, local and foreign income and employment tax withholding requirements applicable to Shares subject to this Award Agreement. The Recipient represents that the Recipient has consulted with any tax consultants deemed advisable in connection with this Stock Award and that Recipient is not relying on the Holding Company for any tax advice.

This Stock Award and any Shares covered by this Stock Award are subject to forfeiture or “clawback” to the extent required by law or pursuant to such forfeiture or clawback policy as has been or may be adopted by the Holding Company’s Board of Directors from time to time.

The Recipient agrees that during his or her employment with the Bank and of one year after the termination of such employment for any reason, the Recipient shall not directly or indirectly (i) recruit, solicit or otherwise induce or attempt to induce any employees of the Bank or any of its subsidiaries to leave their employment or (ii) call upon, solicit, divert or take away, or attempt to divert or take away, the business or patronage of any client, customer licensee, vendor, collaborator or corporate partner of the Bank or any of its subsidiaries that had a business relationship with the Bank or any of its subsidiaries at the time of termination of the Recipient’s employment with the Bank or at any time during the six-month period ending on the Recipient’s date of termination.

The Recipient hereby acknowledges that all decisions, determinations and interpretations of the Board of Directors, or the Committee thereof, in respect of the Plan and this Stock Award Agreement shall be final and conclusive.

The Plan is incorporated herein by reference. The Plan and this Stock Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Holding Company and the Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Holding Company and the Recipient. This Stock Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of New Jersey.

IN WITNESS WHEREOF, OceanFirst Financial Corp. has caused this Stock Award Agreement to be executed, and said Recipient has hereunto set his hand, as of this XX day of XX.

OCEANFIRST FINANCIAL CORP.

By:___________________________

Name:

Title:

RECIPIENT

______________________________

EXHIBIT 10.41

OCEANFIRST FINANCIAL CORP.

2020 STOCK INCENTIVE PLAN

STOCK AWARD AGREEMENT

GRANT OF [XX, 20XX]


Name of Recipient:	XX


Total Stock Award:	XX


Installment Schedule:	[20]% for each year, [5] year vesting schedule


[1^st installment XX

2^nd installment XX

3^rd installment XX

4^th installment XX

5^th installment XX]


Vesting Schedule:	Installments are annual and commence with the first installment on [March 1], 20XX and are earned after each period of continuous employment on each [March 1st thereafter through March 1, 20XX].


Date of Grant:	XX

Effect of Termination of

Employment because of:


(a) Retirement, Disability	All unvested shares subject to this Stock Award vest immediately


or Death:	upon such termination of employment.


(b) Cause:	All unvested shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such shares become null and void.


(c) Other Reasons:	Unless otherwise determined by the Committee, all unvested shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such shares become null and void.


Voting:	Recipient is entitled to direct the Trustee as to the voting of shares subject to this Stock Award that have been granted but have not yet been earned and distributed.

Non-Transferability:

the Holding Company and the registered holder, a copy of which is on file at the principal office of the Holding Company.”

Distribution:


Designation of Beneficiary:	A Beneficiary may be designated in writing (subject to such requirements as the Committee may specify in its discretion) to receive in the event of death, any Award to which the Recipient would be entitled pursuant to the Plan under the Stock Award Agreement.

The Committee hereby grants to the individual named above (“Recipient”) a Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Stock

Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Award Agreement, the terms and conditions of the Plan shall prevail.

Neither the Plan nor this Stock Award Agreement creates any right on the part of an employee to continue in the service of OceanFirst Bank, N.A. (the “Bank”), OceanFirst Financial Corp. or any affiliates thereof. Unless otherwise defined herein, all capitalized terms herein shall have the same meaning as those contained in the Plan.

The Holding Company shall not be required to transfer on its books any Shares which have been sold or transferred in violation of any of the provisions set forth in this Stock Award Agreement. The parties agree to execute such further instruments and take such actions as may be reasonably necessary to carry out the intent of this Stock Award Agreement.

Recipient represents that the Recipient has consulted with any tax consultants deemed advisable in connection with this Stock Award and that Recipient is not relying on the Holding Company for any tax advice.

The Recipient recognizes and acknowledges that all confidential information pertaining to the affairs, business, clients, or customers of the Bank, as such confidential information may exist from time to time, other than information that the Bank has previously made publicly available or which becomes publicly available other than by the unauthorized act of the Recipient, is a unique and valuable asset of the Bank and its affiliates, access to and knowledge of which are essential to the performance of the Recipient’s duties under this Award Agreement. In consideration of the payments made to the Recipient hereunder, the Recipient shall not, both during the course of the Recipient’s employment with the Bank and after the termination of such employment for any reason, except to the extent reasonably necessary in the performance of his duties under this Award Agreement, divulge to any individual, firm, association, corporation, entity, governmental agency or other person, any confidential information concerning the Bank (except such information as is required by law to be divulged to a government agency or pursuant to lawful process provided that the Recipient shall use the Recipient’s best efforts to provide prior notice to the Bank of, and the reasonable opportunity to seek to prevent, any such required disclosure), or make use of any such confidential information for the Recipient’s own purposes or for the benefit of any individual, firm, association, corporation, entity, governmental agency or other person (except the Bank) and shall use the Recipient’s best efforts to prevent the disclosure of any such confidential information by others. Notwithstanding anything to the contrary set forth herein, confidential information shall not include information obtained by the Recipient after the termination of this Award Agreement from a third party who is under no obligation to keep such information confidential or information which is at the time of its disclosure by the Recipient part of the public knowledge, other than as a result of the unauthorized act of the Recipient, and nothing herein limits the Recipient’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (“Government Agencies”). This Award Agreement does not limit the Recipient’s ability to (i) communicate with any Government Agency 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 Holding Company, or (ii) receive an award for information provided to any Government Agency.

All client lists, client data, investment strategies, records, memoranda, pricing data, fee schedules, letters, books, electronic files, papers, reports, accountings, experience or other data, and other records and documents, in whatever form or medium, relating to the Bank, whether made by the Recipient or otherwise coming into his possession, are confidential information and are, shall be, and shall remain the property of the Bank. No copies thereof shall be made which are not retained by the Bank, and the Recipient agrees, on termination of his employment or on demand of the Bank, to deliver the same to the Bank together with all other property (i.e. computers, telephones, etc.) of the Bank (to the extent then in the Recipient's possession or control).

The Recipient agrees that during his or her employment with the Bank and of one year after the termination of such employment for any reason (the “Non-Solicit Period”), the Recipient shall not directly or indirectly (i) recruit, solicit or otherwise induce or attempt to induce any employees of the Bank or any of its subsidiaries to leave their employment or (ii) call upon, solicit, divert or take away, or attempt to divert or take away, the business or patronage of any client, customer licensee, vendor, collaborator or corporate partner of the Bank or any of its subsidiaries that had a business relationship with the Bank or any of its subsidiaries at the time of termination of the Recipient’s employment with the Bank or at any time during the six-month period ending on the Recipient’s date of termination.

The Recipient acknowledges that, in the event of any such breach by the Recipient of the confidentiality or non-solicitation provisions above, the Bank would be harmed irreparably and immediately and could not be made whole by monetary damages. Accordingly, the Bank, in addition to any other remedy to which it may be entitled, shall be entitled to an injunction or injunctions to prevent breaches of such provisions to compel specific performance of the provisions hereof. If any provision of this Stock Award Agreement is found to be unenforceable, then it is the intention of the parties that the remainder of the Stock Award Agreement shall be unaffected and the provision found to be unenforceable shall be deemed modified to the extent deemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent (for example, that the Non-Solicit Period be deemed to be the longest period permissible by law, but not in excess of the length provided above).

IN WITNESS WHEREOF, OceanFirst Financial Corp. has caused this Stock Award Agreement to be executed, and said Recipient has hereunto set his hand, as of this XX day of XX.

OCEANFIRST FINANCIAL CORP.

By:___________________________

Name:

Title:

RECIPIENT

______________________________

Exhibit 10.42

OCEANFIRST FINANCIAL CORP.

2020 STOCK INCENTIVE PLAN

PERFORMANCE BASED STOCK AWARD AGREEMENT


Name of Recipient:	XX


Total Stock Award:	XX Shares


Vesting:	This Performance Based Stock Award (the “Stock Award”) is subject to the time based and performance-based conditions set forth in Exhibits A and B to this Performance Based Stock Award Agreement (the “Award Agreement”), which are provided herein for reference. No shares subject to this Award will vest until the performance conditions set forth in Exhibit B have been attained or not.


Date of Grant:	XX

Effect of Termination of

Employment or Service

because of:


(a) Retirement, Disability	All unvested shares subject to this Stock Award vest immediately


or Death:	upon any such termination, except in the case of Retirement no shares shall vest prior to the first anniversary of the grant date and any shares that do not immediately vest shall be forfeited.


(b) Cause:	All unvested Shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such Shares become null and void.


(c) Other Reasons:	Unless otherwise determined by the Committee, all unvested Shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such Shares become null and void.


Voting:	Recipient is entitled to direct the Trustee as to the voting of Shares subject to this Stock Award that have been granted but have not yet been earned and distributed.

Non-Transferability:


Distribution:	The certificate and/or electronic record evidencing the Recipient’s ownership of the Shares subject to this Stock Award shall be held by the Holding Company in the Recipient’s name until termination of the Restricted Period. Shares of Common Stock, plus any dividends will be distributed as soon as practicable upon termination of the Restricted Period.


Designation of Beneficiary:	A Beneficiary may be designated in writing (subject to such requirements as the Committee may specify in its discretion) to receive in the event of death, any Stock Award to which the Recipient would be entitled pursuant to the Plan under the Award Agreement.

The Committee hereby grants to the individual named on page 1 as (“Recipient”) a Stock Award for the number of Shares listed on page 1 of this Award Agreement, subject to the terms and conditions of the Plan and this Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall prevail.

The Holding Company shall not be required to transfer on its books any Shares which have been sold or transferred in violation of any of the provisions set forth in this Award Agreement. The parties agree to execute such further instruments and take such actions as may be reasonably necessary to carry out the intent of this Award Agreement.

The Recipient hereby acknowledges that all decisions, determinations and interpretations of the Board of Directors or the Committee in respect of the Plan and this Award Agreement shall be final and conclusive.

specific performance of the provisions hereof. If any provision of this Award Agreement is found to be unenforceable, then it is the intention of the parties that the remainder of the Award Agreement shall be unaffected and the provision found to be unenforceable shall be deemed modified to the extent deemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent (for example, that the Non-Solicit Period be deemed to be the longest period permissible by law, but not in excess of the length provided above).

The terms and values for the vesting of each Restricted Period for the Plan are provided herein for reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Holding Company and the Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipient’s interest except by means of a writing signed by the Holding Company and the Recipient. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.

IN WITNESS WHEREOF, OceanFirst Financial Corp. has caused this Award Agreement to be executed and said Recipient has hereunto set his or her hand, as of this XX day of XX.

OCEANFIRST FINANCIAL CORP.

By:___________________________

Name:

Title:

RECIPIENT

______________________________

EXHIBIT A

TIME BASED VESTING CONDITIONS

Your Total Stock Award of shares represents the maximum attainable number of shares from this grant when performance is at the Superior level for each of the XX years of the grant. The grant vests in over that X-year vesting term, on XX, XX, XX, XX, and XX, depending on the attainment of the performance-based Vesting Conditions as detailed in Exhibit B.

EXHIBIT B

PERFORMANCE BASED VESTING CONDITIONS

Vesting Conditions

Performance Metric

Values

Superior Target Threshold

Stock Award Valueⁱ:

Share Equivalent:

i Based on date of grant.