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): November 29, 2018 (November 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

(b)    On November 28, 2018, Diane F. Rhine and Mark G. Solow, both members of the Board of Directors of the Registrant, notified the Registrant that, in order to devote more time to their personal business and families, they will not be standing for reelection at the Company’s 2019 annual stockholders meeting and will retire from the Boards of the Registrant and OceanFirst Bank N.A. the Registrant’s banking subsidiary (the “Bank”) at that time.

(d)     On November 28, 2018, the Registrant appointed Nicos Katsoulis to its Board of Directors, effective January 1, 2019. It has not yet been determined on which Committees of the Board of the Registrant Mr. Katsoulis will serve. However, because Mr. Katsoulis was formerly an employee of the Registrant, he will not serve on the Audit, Human Resources/Compensation or Leadership Committees at this time. Mr. Katsoulis was also appointed to the Board of Directors of the Bank, effective January 1, 2019. Further information regarding Mr. Katsoulis is included in the Press Release attached hereto as Exhibit 99.1.

Item 8.01        Other Events

On November 29, 2019, the Registrant issued a press release announcing the above retirements and 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 retirements of Diane F. Rhine and Mark G. Solow and appointment of Nicos Katsoulis.

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: November 29, 2018	/s/ Michael J. Fitzpatrick
	Michael J. Fitzpatrick
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release Announcing the Retirements of Diane F. Rhine and Mark G. Solow and the Appointment of Nicos Katsoulis.

EX-99.1

Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

Company Contact:

Jill Hewitt

Senior Vice President

OceanFirst Financial Corp.

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

email: jhewitt@oceanfirst.com

OCEANFIRST FINANCIAL CORP.

MAKES BOARD OF DIRECTORS ANNOUNCEMENTS

RED BANK, NEW JERSEY, November 29, 2018…OceanFirst Financial Corp. (NASDAQ:OCFC “OceanFirst”), the holding company for OceanFirst Bank N.A., today announced the appointment of Nicos Katsoulis to the Boards of OceanFirst Financial Corp. and OceanFirst Bank N.A. effective January 1, 2019. In addition, Directors Diane Rhine and Mark Solow have announced their intentions to retire at the end of their current terms, which conclude at the 2019 Annual Stockholder meeting.

Mr. Katsoulis retired as an Executive Vice President of OceanFirst Bank N.A. (the “Bank”) in November 2018, to concentrate on his real estate investments and personal finance opportunities. He joined the Bank in February 2018 as Executive Vice President Commercial Real Estate when OceanFirst’s acquisition of Sun Bancorp Inc., holding company of Sun National Bank, was completed. At Sun National Bank, Mr. Katsoulis was Executive Vice President and Chief Lending Officer overseeing all lending activities including commercial and industrial and commercial real estate lending. During his banking career, Mr. Katsoulis served as a Board of Director of State Bancorp, Inc. and its wholly-owned subsidiary, State Bank of Long Island, and was Chair of its Loan Committee. Mr. Katsoulis is a graduate of the London School of Economics and Columbia University’s graduate school of business.

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $7.6 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City. 

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 by visiting us at 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, accounting principles and guidelines and the Bank’s ability to successfully integrate acquired operations. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, under Item 1A - Risk Factors and elsewhere, 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.