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EX-10.35A - EXHIBIT 10.35A - OCEANFIRST FINANCIAL CORPex-1035a.htm


 
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): June 27, 2017 (June 27, 2017)
 
 
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 240.13e-4(c))
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; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On June 27, 2017 OceanFirst Financial Corp. (the “Company”) and each of Christopher D. Maher, Chairman, Chief Executive Officer and President of the Company and OceanFirst Bank (the “Bank”), Michael J. Fitzpatrick, Executive Vice President and Chief Financial Officer of the Company and the Bank, Joseph R., Iantosca, Executive Vice President and Chief Administrative Officer of the Bank, Joseph J. Lebel III, Executive Vice President and Chief Banking Officer of the Bank, and Steven J. Tsimbinos Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank (each such person, the “Executive”) entered into the First Amendment to Confidentiality and Executive Restriction Agreement (the “Amendment”). The Amendments amend the Confidentiality and Executive Restriction Agreements (the “Original Confidentiality Agreements”) entered into on April 5, 2017 in connection with the Executive’s execution of their employment agreements. The Amendments are substantially identical and clarify that nothing in the Original Confidentiality Agreements prevent the Executives from communicating with or filing a complaint with a government agency, or to receive an award for so providing information. The form of the Amendment is filed herewith as Exhibit 10.35A, and the description above is qualified by reference to such Exhibit.


ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
 
(d)
EXHIBITS
 
 
 
10.35A
Form of First Amendment to Confidentiality and Executive Restriction Agreement Employment between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, Michael J. Fitzpatrick, Joseph R. Iantosca, Joseph J. Lebel III, and Steven J. Tsimbinos.








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.
 
 
 
 
Date:
June 27, 2017
 
/s/ Steven J. Tsimbinos
 
 
 
Steven J. Tsimbinos
 
 
 
Executive Vice President, General
Counsel and Corporate Secretary








Exhibit Index
 
Exhibit No.
  
Description
 
 
 
 
10.35A
  
Form of First Amendment to Confidentiality and Executive Restriction Agreement Employment between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, Michael J. Fitzpatrick, Joseph R. Iantosca, Joseph J. Lebel III, and Steven J. Tsimbinos.