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): December 4, 2013

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 140.13e-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On December 4, 2013, the Registrant announced the appointment of Craig C. Spengemen as Executive Vice President and Director of Trust & Asset Management of OceanFirst Bank, its banking subsidiary, effective January 6, 2014. In connection therewith, OceanFirst Bank and Mr. Spengemen entered into a letter agreement pursuant to which OceanFirst Bank agreed to indemnify Mr. Spengemen from certain potential claims against him.

ITEM 8.01 OTHER EVENTS

On December 4, 2013, 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

10.33	Letter Agreement between Craig C. Spengemen and OceanFirst Bank.
99.1	Press release announcing the appointment of Craig Spengemen.

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.

/s/ Michael Fitzpatrick

Michael Fitzpatrick

Executive Vice President and

Chief Financial Officer

Dated: December 5, 2013

EX-10.33

Exhibit 10.33

November 26, 2013

Mr. Craig Spengeman

1954 Maple Drive

Colts Neck, NJ 07722

Dear Mr. Spengeman:

This letter is to supplement the Bank’s Offer Letter dated November 26, 2013. In that Offer Letter you represented that your acceptance of a position with OceanFirst Bank and the performance of your duties as EVP & Director – Trust/Asset Management will not violate the terms of any agreement between you and any prior employer, including Peapack-Gladstone Bank (“PGB”). We understand that you are subject to restrictive covenants preventing you from soliciting the customers and employees of PGB and certain confidentiality provisions, including Section 7 and Section 8(b) and (c) of the Employment Agreement dated as of January 1, 2008 between you and PGB (as in effect therein or incorporated into or modified by a subsequent Severance Agreement, collectively the “Severance Restrictions”). The Bank takes very seriously the protection of goodwill and legitimate business interests. Accordingly, you are advised to adhere to those provisions and the Bank directs you to avoid any conduct that violates any restrictive covenant to which you are subject, including the Severance Restrictions.

In the event that legal action is brought by PGB against you for soliciting customers or employees or using confidential information in the course of your employment with the Bank in violation of the Severance Restrictions, the Bank agrees to indemnify and hold you harmless from any losses, settlements, damages, costs and expenses that you incur in defending any such action, including reasonable attorneys fees; provided, however, if it is ultimately determined by a Court of competent jurisdiction that you did in fact solicit customers or employees or use confidential information in violation of the Severance Restrictions, the Bank shall have no obligation to so indemnify you, and you shall be obligated to repay to Bank any sums advanced by the Bank through the date of such determination. To be clear, no indemnification is provided hereunder for any claim of a violation of Section 8(a) of the Employment Agreement, or similar non-competition provisions set forth in (or incorporated by reference in) any Severance Agreement to which you are subject.

In defending against action for which you are indemnified hereunder, you may select counsel to provide a defense of any such claims by PGB, subject to the Bank’s approval, and the Bank will advance reasonable expenses incurred by you and your approved counsel, provided that you have signed a written undertaking agreeing to reimburse the Bank in the event it is ultimately determined by a Court of competent jurisdiction that you did in fact solicit customers or employees or use confidential information in violation of the Severance Restrictions and you are not subject to the indemnification provided for hereunder.

The settlement of any action for which you are indemnified hereunder shall require the prior written consent of the Bank, which consent shall not be unreasonably withheld, delayed or conditioned.

Sincerely,

/s/ Gary S. Hett

Gary S. Hett

Senior Vice President & Director of Human Resources

Accepted and Agreed:

/s/ Craig C. Spengemen	12/2/13
Craig C. Spengemen	Date

EX-99.1

Exhibit 99.1

Company Contact:

Jill A. Hewitt

Investor Relations Officer

OceanFirst Financial Corp.

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

Fax: (732)349-2579

email: JAHewitt@oceanfirst.com

FOR IMMEDIATE RELEASE

OCEANFIRST BANK

ANNOUNCES APPOINTMENT OF

CRAIG C. SPENGEMAN

AS EXECUTIVE VICE PRESIDENT/TRUST & ASSET MANAGEMENT

TOMS RIVER, NEW JERSEY, DECEMBER 4, 2013…OceanFirst Bank, the wholly owned subsidiary of OceanFirst Financial Corp. (NASDAQ:OCFC), announced the addition of Craig C. Spengeman as Executive Vice President and Director of Trust & Asset Management effective January 6, 2014.

Christopher D. Maher, OceanFirst Bank President and Chief Operating Officer said, “Craig Spengeman is a respected and successful leader in community bank trust and asset management services and we are pleased to welcome Craig to our OceanFirst team.”

Mr. Spengeman will be responsible for the overall management and growth of the Trust & Asset Management department at OceanFirst Bank and will report directly to Mr. Maher. Most recently, Mr. Spengeman served as the President and Chief Investment Officer at Peapack-Gladstone Bank Trust & Investments where under his leadership the division grew from $39 million to $2.5 billion in assets under administration over a 28 year period. Mr. Spengeman was also Executive Vice President of Peapack-Gladstone Financial Corporation and Peapack-Gladstone Bank.

975 Hooper Avenue — Toms River, NJ 08753 — 732.240.4500 tel — wwwoceanfirst.com

Mr. Maher added, “Craig’s proven experience building a $2.5 billion trust business, a key strategic growth area for our Company, will provide an extraordinary opportunity for the long-term growth of this business line at OceanFirst.”

OceanFirst Bank, founded in 1902, is a federally-chartered savings bank with $2.3 billion in assets and twenty-five branches located in Ocean, Monmouth and Middlesex Counties, New Jersey. The Bank is the largest and oldest community-based financial institution headquartered in Ocean County, 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 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, 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, 2012 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.

975 Hooper Avenue — Toms River, NJ 08753 — 732.240.4500 tel — wwwoceanfirst.com