OceanFirst (NASDAQ: OCFC) investors back directors, 2026 stock plan and Deloitte audit

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OceanFirst Financial Corp. reported results of its 2026 Annual Meeting of Stockholders held on May 27, 2026. Stockholders elected thirteen directors for one-year terms, with each nominee receiving over 43.6 million votes in favor and substantial broker non-votes recorded separately.

Stockholders approved on an advisory, non-binding basis the compensation of the company’s named executive officers, with 42.5 million shares voted for and 1.8 million against. They also approved the OceanFirst Financial Corp. 2026 Stock Incentive Plan, which will govern future equity-based awards. In addition, stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 49.5 million shares voted for.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at meeting: 50,762,286 shares Say-on-pay votes for: 42,473,812 shares Say-on-pay votes against: 1,816,614 shares +3 more

6 metrics

Shares represented at meeting 50,762,286 shares Shares present or by proxy at 2026 Annual Meeting

Say-on-pay votes for 42,473,812 shares Advisory approval of executive compensation

Say-on-pay votes against 1,816,614 shares Advisory approval of executive compensation

2026 Stock Plan votes for 41,649,786 shares Approval of 2026 Stock Incentive Plan

Auditor ratification votes for 49,515,766 shares Ratification of Deloitte & Touche LLP for FY 2026

Largest director vote for 44,642,369 shares Election of director John F. Barros

Key Terms

2026 Stock Incentive Plan, broker non-votes, advisory (non-binding) vote, independent registered public accounting firm, +1 more

5 terms

2026 Stock Incentive Plan financial

"At the 2026 Annual Meeting, the stockholders approved the OceanFirst Financial Corp. 2026 Stock Incentive Plan"

broker non-votes financial

"Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote regulatory

"Matter 2. An advisory (non-binding) vote to approve the compensation"

independent registered public accounting firm financial

"The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

restricted stock unit financial

"Form of Restricted Stock Unit Award Agreement"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Understanding 8-K Material Events →

05/28/2026 - 05:15 PM

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

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.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did OceanFirst Financial Corp. (OCFC) stockholders approve at the 2026 Annual Meeting?

Stockholders elected thirteen directors, approved executive compensation on an advisory basis, adopted the 2026 Stock Incentive Plan, and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

How many OceanFirst (OCFC) shares were represented at the 2026 Annual Meeting?

A total of 50,762,286 shares were present or represented by proxy at the 2026 Annual Meeting, forming the voting base for director elections, compensation approvals, the stock plan, and auditor ratification.

How did OceanFirst (OCFC) stockholders vote on executive compensation in 2026?

Stockholders gave advisory approval to executive compensation, with 42,473,812 shares voted for, 1,816,614 against, and 1,005,483 abstaining, plus 5,466,377 broker non-votes recorded separately from the advisory vote outcome.

Was the OceanFirst (OCFC) 2026 Stock Incentive Plan approved by stockholders?

Yes. The OceanFirst Financial Corp. 2026 Stock Incentive Plan was approved with 41,649,786 shares voted for, 2,757,137 against, 888,986 abstaining, and 5,466,377 broker non-votes at the 2026 Annual Meeting.

Which auditor did OceanFirst (OCFC) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 49,515,766 shares for, 205,551 against, and 1,040,969 abstentions recorded.

Filing Exhibits & Attachments

3 documents