OCFC Oceanfirst Financial Corp - 8-K

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

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibit Description

Reference

10.1

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)

10.2

Form of Time-Based Restricted Stock Award Agreement

Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026.

10.3

Form of Performance-Based Restricted Stock Award Agreement

Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026.

10.4

Form of Restricted Stock Unit Award Agreement

Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026.

10.5

Form of Incentive Stock Option Award Agreement

Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026.

10.6

Form of Non-Qualified Stock Option Award Agreement

Incorporated herein by reference from Exhibit to Form S-8 filed on May 28, 2026.