8-K

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 25, 2022

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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:

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.

Joseph J. Lebel III, the Registrant’s Executive Vice President and Chief Operating Officer, was elected as a member of the Board of Directors of the Registrant at the Registrant’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 25, 2022. Notice of Mr. Lebel’s nomination to the Board of Directors and information concerning Mr. Lebel was reported in the Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 26, 2022, which is incorporated herein by reference.

The terms of Angelo J. Catania, John K. Lloyd, and Grace M. Vallacchi, members of the Board of Directors of the Registrant, expired at the conclusion of the Annual Meeting. Notice of the expiration of the terms of Messrs. Catania and Lloyd and Ms. Vallacchi was reported in the Proxy Statement filed with the SEC on April 26, 2022.

The terms of Mr. Catania and Mr. Lloyd from the Board of Directors of OceanFirst Bank, N.A. (the “Bank”), the Registrant’s banking subsidiary, also expired on May 25, 2022. Ms. Vallacchi will continue her service as a Director of the Bank.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Registrant’s 2022 Annual Meeting was held on May 25, 2022. A total of 52,989,110 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 twelve directors, each for a one-year term.

Matter 2. An advisory (non-binding) vote to approve the compensation paid to the Registrant’s named executive officers.

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, 2022.

ITEM 9.01FINANCIAL STATEMENTS AND 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.