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): March 30, 2017 (March 29, 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))

Item 1.01 Entry into a Material Definitive Agreement

On March 29, 2017, John R. Garbarino, a member of the Registrant’s Board of Directors, and former Chairman, President and Chief Executive Officer, notified the Registrant that, in order to devote more time to his personal business and family, he will not be standing for reelection at the Company’s 2017 annual stockholders meeting.

Notwithstanding the foregoing, the Registrant’s Board of Directors and management believe that it is in the best interest of the Registrant that Mr. Garbarino be available to the Registrant for consultation and advice from time to time. Accordingly, the Registrant and Mr. Garbarino have entered into an agreement to govern such arrangement (the “Agreement”).

Pursuant to the Agreement, Mr. Garbarino, effective at the end of his current term as a member of the Board of Directors, shall be appointed “Director Emeritus”, with all rights, benefits and obligations appurtenant to such position. Such appointment shall be for a term of at least five (5) years, subject to Mr. Garbarino’s satisfaction of his obligations as a Director Emeritus and under the Agreement. During his term as Director Emeritus, Mr. Garbarino’s service shall be considered continuing service with the Registrant, and

1. all awards of restricted stock shall continue to vest, and

2. all options to purchase shares of the Registrant’s stock shall continue to vest and become exercisable,

in each case accordance with their existing terms. In the event that Mr. Garbarino shall cease to serve as a Director Emeritus, such cessation shall be deemed a “Retirement”, and, pursuant to the terms of the plans and grant agreements governing Mr. Garbarino’s stock options or restricted stock awards, such options may be exercised for (i) three years from the date of such retirement, or (ii) the remaining term of such options, whichever period is less, and such restricted stock awards shall immediately vest.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.36 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)    Please see Item 1.01

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits.  The following is filed as an Exhibit to this Current Report on Form 8-K:

10.36        Agreement by and between John R. Garbarino and the Registrant

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:	March 30, 2017	/s/ Michael J. Fitzpatrick
		Michael J. Fitzpatrick
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.36	Agreement by and between John R. Garbarino and the Registrant

EX-10.36

Exhibit 10.36

AGREEMENT

This Agreement ("Agreement") is made as of the last signature date set forth below by and between John R. Garbarino ("Director") and OceanFirst Financial Corp. (the "Company").

WHEREAS, Director currently serves as a member of the Board of Directors of the Company (the “Board”) with a term (the “Term”) expiring at the Company’s 2017 Annual Meeting of Stockholders, and previously served as the Company’s Chairman of the Board, President and Chief Executive Officer;

WHEREAS, Director has determined that he wishes to devote more time to his personal business and family, and accordingly, by this Agreement, is advising the Company that he will not stand for reelection at the Company’s 2017 Annual Meeting of Stockholders; and

WHEREAS, the Board believes that it is in the best interests of the Company that, following the expiration of the Term, Director be available to the Company from time to time for his advice and counsel;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Director and the Company agree as follows:

1.Re-nomination to the Board.Director is hereby notifying Company that he does not wish to be nominated to another term of service on the Board, and that he does not wish to stand for reelection by the stockholders to another term of service on the Board.

2.Director Emeritus. Upon the expiration of the Term, Director shall be appointed “Director Emeritus”, with all rights, benefits and obligations appurtenant to such position. Subject to Director’s compliance with this Agreement and the obligations of the “Director Emeritus” position, Director will serve as a Director Emeritus for a term of at least five (5) years, and Company will appoint or reappoint Director to the position of Director Emeritus for an aggregate term of at least five (5) years.

3.Stock Options and Awards. For purposes of those certain outstanding options to purchase shares of the Company’s common stock and awards of restricted stock granted to Director, in accordance with the terms of the plans governing such options, Director’s service as a Director Emeritus shall be considered continuing service with the Company, and all such options and awards shall continue to vest and all such options shall become and remain exercisable in accordance with their terms and the terms of this Agreement. Notwithstanding anything to the contrary, in accordance with the terms of the plans and grant agreements governing the options, upon Director’s death, all unvested stock options shall become immediately exercisable, and remain exercisable by Director’s estate for a period of one (1) year and all unvested stock awards shall vest.

4.Cessation of Service as a Director Emeritus. Director’s cessation of service as a Director Emeritus for any reason shall be deemed a “Retirement” under the plans and grant agreements governing Director’s outstanding options and awards, and, pursuant to the terms of such plans and grant agreements, such options may be exercised for (i) three years from the date of such retirement, or (ii) the remaining term of such options, whichever period is less, and any such awards that have not yet vested shall vest.

5.Non-Disparagement. Director agrees to forever refrain from making any disparaging remarks or other negative or derogatory statements, written or oral, to any third party relating to the Company, or its parents, subsidiaries, officers, Directors or agents or customers; provided, however that the forgoing shall not prohibit Director from providing truthful testimony in any judicial or administrative proceeding, if Director is legally compelled to so testify. The Company agrees to forever refrain from making any disparaging

remarks or other negative or derogatory statements, written or oral, to any third party relating to Director; provided, however that the forgoing shall not prohibit the Company from providing truthful testimony in any judicial or administrative proceeding, if the Company is legally compelled to so testify.

6.Entire Agreement. This Agreement is the complete agreement of the parties with respect to the subject matter herein, and, except as set forth below, supersedes all agreements previously made between the parties relating to its subject matter. This Agreement may not be amended or modified except by an agreement in writing signed by both parties.

7.Liability for Breach of Agreement. Any party found by a court of competent jurisdiction to be in breach of this Agreement shall be liable for all reasonable attorneys' fees and costs incurred by the non-breaching party in connection with any efforts to enforce this Agreement against the party found to be in breach.

8.Governing Law/Forum Selection. This Agreement shall be governed by the laws of the State of New Jersey. The parties agree that all disputes arising under this Agreement shall be resolved in the courts of the state of New Jersey sitting in Ocean County, New Jersey or the Federal District Court sitting in Newark, New Jersey.

9.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original and together which shall constitute one and the same instrument.

10.Status. Company acknowledges that Director’s status as a Director Emeritus shall not make him an “insider” subject to the Company’s insider trading policies and procedures; provided, however, that it is Directors obligation to comply with all legal and regulatory requirements applicable to him in dealing in the securities of the Company and in complying with all laws and regulations addressing trading while in possession of material non-public information. The Company shall provide reasonable assistance to Director to remove the restrictive legend on any stock certificates belonging to Director or to provide confirmation of his change of insider status to any financial institution at which he maintains a brokerage account.

11.Assignment; Successors and Assigns. This Agreement may not be assigned by Director without the prior written consent of the Company. Any attempted assignment without such consent shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.CorporateAuthority. The Company hereby represents and warrants that it has full corporate power and authority to enter into this Agreement and that this Agreement has been duly authorized, executed and delivered by the Company.

[Signatures on next page]

I have read the foregoing Agreement and I accept and agree to its provisions.

/s/ John R. GarbarinoMarch 29, 2017

John R. Garbarino Date

s/ Penelope A. GarbarinoMarch 29, 2017

Witness Date

Penelope A. Garbarino

Printed Name

OCEANFIRST FINANCIAL CORP.

By: Christopher D. MaherMarch 29, 2017

Name:Christopher D. Maher Date

Title: Chairman, President and CEO

Steven J. TsimbinosMarch 29, 2017

Witness Date

Steven J. Tsimbinos

Name