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): June 28, 2018

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)

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; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On June 27, 2018, Kim Guadagno, Esq. was appointed to the Registrant’s Board of Directors and the Board of Directors of OceanFirst Bank N.A., its banking subsidiary. Guadagno was selected by the Registrant’s Leadership Committee, was appointed to fill the vacancies created by the passing of Director Joseph Burke, and will stand for re-election at the 2019 Annual Meeting of Stockholders. 

ITEM 8.01 OTHER EVENTS

On June 28, 2018, the Registrant issued a press release announcing the above appointment. A copy of the press release is attached as Exhibit 99.1 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)	EXHIBITS
99.1	Press release announcing the appointment of Kim Guadagno, Esq.	June 28, 2018

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:	June 28, 2018	/s/ Steven J. Tsimbinos
		Steven J. Tsimbinos
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Press Release

Exhibit 99.1

Company Contact:

Jill Hewitt

Senior Vice President, Investor Relations

OceanFirst Financial Corp.

Tel: (732)240-4500, ext. 7513

email: jhewitt@oceanfirst.com

FOR IMMEDIATE RELEASE

OCEANFIRST FINANCIAL CORP.

ANNOUNCES APPOINTMENT OF KIM GUADAGNO TO THE

BOARD OF DIRECTORS

RED BANK, NEW JERSEY, June 28, 2018…OceanFirst Financial Corp. (NASDAQ:OCFC), the holding company for OceanFirst Bank N.A., today announced the Directors’ appointment of Kim Guadagno, Esq. to the Boards of OceanFirst Financial Corp. and OceanFirst Bank N.A. She will fill the vacancy on the Boards created by the passing of Joseph J. Burke in May 2018.

Kim Guadagno, Esq. is a partner with the law firm Connell Foley LLP and was New Jersey’s first Lieutenant Governor, serving from 2010-2018. Among Lieutenant Governor Guadagno’s many notable accomplishments were her efforts to attract businesses to New Jersey. This included founding the New Jersey Partnership for Action, a public private partnership promoting New Jersey businesses and jobs, which focused on bringing additional businesses to New Jersey and assisted thousands of businesses throughout the state. In addition, Lieutenant Governor Guadagno served as New Jersey’s 33^rd Secretary of State and in 2007 was elected the first woman sheriff of the Office of the Sheriff in Monmouth County, New Jersey. In total, Lieutenant Governor Guadagno served 13 years in elected office and has been a lawyer for more than three decades.

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a community bank with $7.5 billion in assets and branches located throughout central and southern New Jersey. OceanFirst

Bank delivers commercial and residential financing solutions, wealth management, and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

OceanFirst Financial Corp.'s press releases are available at http://www.oceanfirst.com.

Forward-Looking Statements

In addition to historical information, this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," "will," "should," "may," "view," "opportunity," "potential," or similar expressions or expressions of confidence. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to: changes in interest rates, general economic conditions, levels of unemployment in the Bank’s lending area, real estate market values in the Bank’s lending area, future natural disasters and increases to flood insurance premiums, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company's market area and accounting principles and guidelines. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.