ocfc-20260528
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 28, 2026
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)
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 | ||||||||||||
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
At the 2026 Annual Meeting, the stockholders approved the OceanFirst Financial Corp. 2026 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 27, 2026. The form of the Award Agreements are filed as exhibits within this current Form 8-K.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant’s 2026 Annual Meeting was held on May 27, 2026 (the “Annual Meeting”). A total of 50,762,286 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 thirteen directors, each for a one-year term.
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | ||||||||
| John F. Barros | 44,642,369 | 653,540 | 5,466,377 | ||||||||
| Anthony R. Coscia | 43,619,859 | 1,676,050 | 5,466,377 | ||||||||
| Jack M. Farris | 43,541,230 | 1,754,679 | 5,466,377 | ||||||||
| Robert C. Garrett | 44,617,993 | 677,916 | 5,466,377 | ||||||||
| Kimberly M. Guadagno | 43,957,204 | 1,338,705 | 5,466,377 | ||||||||
| Nicos Katsoulis | 43,954,828 | 1,341,081 | 5,466,377 | ||||||||
| Joseph J. Lebel III | 44,329,611 | 966,298 | 5,466,377 | ||||||||
| Christopher D. Maher | 44,260,621 | 1,035,288 | 5,466,377 | ||||||||
| Joseph M. Murphy, Jr. | 44,170,748 | 1,125,161 | 5,466,377 | ||||||||
| Steven M. Scopellite | 44,065,874 | 1,230,035 | 5,466,377 | ||||||||
| Grace C. Torres | 43,792,723 | 1,503,186 | 5,466,377 | ||||||||
| Patricia L. Turner | 44,021,615 | 1,274,294 | 5,466,377 | ||||||||
| Dalila Wilson-Scott | 44,600,106 | 695,803 | 5,466,377 | ||||||||
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 | ||||||||
| 42,473,812 | 1,816,614 | 1,005,483 | 5,466,377 | ||||||||
Matter 3. Approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan.
| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes | ||||||||
| 41,649,786 | 2,757,137 | 888,986 | 5,466,377 | ||||||||
Matter 4. 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, 2026.
| Shares Voted For | Shares Voted Against | Shares Voted Abstain | Broker Non-Votes | ||||||||
| 49,515,766 | 205,551 | 1,040,969 | — | ||||||||
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibit Description | Reference | ||||||
| OceanFirst Financial Corp. 2026 Stock Incentive Plan | Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of OceanFirst Financial Corp., filed by the Company under the Exchange Act on April 27, 2026 (File No. 001-11713) | |||||||
| Form of Time-Based Restricted Stock Award Agreement | Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026. | |||||||
| Form of Performance-Based Restricted Stock Award Agreement | Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026. | |||||||
| Form of Restricted Stock Unit Award Agreement | Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026. | |||||||
| Form of Incentive Stock Option Award Agreement | Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026. | |||||||
| Form of Non-Qualified Stock Option Award Agreement | Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026. | |||||||
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 28, 2026 | /s/ Patrick S. Barrett | ||||||
| Patrick S. Barrett | ||||||||
| Senior Executive Vice President and Chief Financial Officer | ||||||||