Form 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 5, 2011

 

 

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.)

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:

 

¨ 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 140.13e-4(c))

 

 

 


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

At the Company’s 2011 Annual Meeting of Stockholders held on May 5, 2011 (the “Annual Meeting”) the stockholders approved the OceanFirst Financial Corp. 2011 Stock Incentive Plan and the OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan (the “Plans”). Descriptions of the material features of the Plans and full copies of the Plans were included in the proxy statement filed with the SEC on March 31, 2011. Forms of Award Agreements for each of the Plans are filed with this Form 8-K as Exhibits 10.25, 10.26 and 10.27.

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting was held on May 5, 2011. A total of 17,147,471 shares were present or represented by proxy at the Annual Meeting. The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the vote of the stockholders was as follows:

 

  Matter 1. The election of three directors, each for a three-year term.

 

Nominee

   Shares Voted For      Shares Withheld      Broker Non-Votes  

Joseph J. Burke

     15,405,163         324,303         1,418,005   

Angelo Catania

     15,413,483         315,983         1,418,005   

John R. Garbarino

     15,241,698         487,768         1,418,005   

 

  Matter 2. The approval of the OceanFirst Financial Corp. 2011 Stock Incentive Plan.

 

Shares Voted For

 

Shares Voted Against

 

Shares Voted Abstain

 

Broker Non-Votes

9,408,938

  6,264,323   56,205   1,418,005

 

  Matter 3. The approval of the OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan.

 

Shares Voted For

 

Shares Voted Against

 

Shares Voted Abstain

 

Broker Non-Votes

14,308,836

  1,352,961   67,669   1,418,005

 

  Matter 4. The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2011.


Shares Voted For

 

Shares Voted Against

 

Shares Voted Abstain

 

Broker Non-Votes

16,718,090

  405,294   24,087   —  

 

  Matter 5. An advisory (non-binding) vote to approve the compensation paid to the named executive officers.

 

Shares Voted For

 

Shares Voted Against

 

Shares Voted Abstain

 

Broker Non-Votes

14,667,768

  917,588   144,110   1,418,005

 

  Matter 6. An advisory (non-binding) vote on the frequency of stockholder voting on executive compensation.

 

Shares Voted for One Year

 

Shares Voted for Two Years

 

Shares Voted for Three Years

 

Shares Voted Abstain

 

Broker Non-Votes

8,870,664

  1,460,327   5,275,692   122,783   1,418,005

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) EXHIBITS

 

10.25    Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Options.
10.26    Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Awards.
10.27    Form of OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan 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.

/s/ Michael Fitzpatrick

Michael Fitzpatrick
Executive Vice President and Chief Financial Officer

Dated: May 10, 2011


Exhibit Index

 

EXHIBITS     
10.25    Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Options.
10.26    Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Awards.
10.27    Form of OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan Award Agreement.