What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-01 · 53 added, 42 removed, 172 unchanged (36% of the section changed)

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

(a) Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (“SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) Management Report on Internal Control Over Financial Reporting

15 unchanged sentences

Other Information

On February 23, 2022, the Bank amended its Code of Ethics and Standards of Personal Conduct, primarily for the Company to establish a separate Code of Ethics for Senior Officers.

The revised Code of Ethics and Standards of Personal Conduct is attached as Exhibit 14.1 to this Annual Report, and the new Code of Ethics for Senior Officers is attached as Exhibit 14.2 to this

Annual Report.

Future amendments to these documents will be reported, to the extent required by applicable law, regulation or listing standards, on the Company’s Investor Relations website, https://ir.oceanfirst.com/home/default.aspx.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

Election of Directors” and “Delinquent Section 16(a) Reports.”

A Code of Ethics and Standards of Personal Conduct is attached as Exhibit 14.1 to this Annual Report, and a Code of Ethics for Senior Officers is attached as Exhibit 14.2 to this Annual Report.

Executive Compensation

The information relating to executive compensation required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2021 under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”

The information relating to executive compensation required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 2022 under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments upon Termination or Change in Control,” “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

18 unchanged sentences

Certain Relationships and Related Transactions and Director Independence

The information relating to certain relationships and related transactions and director independence required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2021 under the caption “Transactions with Management.”

Election of Directors — Board Independence” and “Transactions with Management.”

Principal Accountant Fees and Services

The independent public accounting firm is KPMG LLP , Short Hills, New Jersey .

Their firm ID as assigned by the PCAOB is 185 .

The information relating to the principal accounting fees and services is incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting to be held on May 25, 2022 under the caption “Proposal 3.

22 unchanged sentences

on August 13, 2019.

Agreement and Plan of Merger, dated as of November 4, 2021, by and among OceanFirst Financial Corp., Coastal Merger Sub Corp.

and Partners Bancorp.

Incorporated herein by reference from the Exhibits to the Current Report on From 8-K filed by OceanFirst Financial Corp.

on November 4, 2021.

Certificate of Incorporation of OceanFirst Financial Corp.

5 unchanged sentences

Certificate of Designation of 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, of the Company, filed with the Secretary of State of the State of Delaware and effective May 6, 2020.

Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A, filed on May 7, 2020.

Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Stock Certificate of OceanFirst Financial Corp.

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Filed herewith.

Form of OceanFirst Bank Employee Stock Ownership Plan Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No.

Specimen of the Company’s 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A Certificate Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on May 7, 2020.

Deposit Agreement, dated as of May 7, 2020, among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein Incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 8-A, filed on May 7, 2020.

Form of Depositary Receipt Incorporated herein by reference to Exhibit A to Exhibit 4.2 to the Company’s Registration Statement on Form 8-A, filed on May 7, 2020.

Form of Depositary Receipt Incorporated herein by reference to Exhibit A to Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Indenture, dated May 1, 2020, between OceanFirst Financial Corp.

3 unchanged sentences

Form of 5.25% Fixed-to-Floating Rate Subordinated Note due 2030 Incorporated herein by reference from Exhibit 4.2 to Form 8-K filed on May 1, 2020.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-K filed by OceanFirst Financial Corp.

on March 1, 2021.

Exhibit Description Reference

11 unchanged sentences

Deferred Incentive Compensation Award Program Incorporated herein by reference from Exhibits to Form 10-K filed on March 14, 2006.

Form of Change in Control Agreement between OceanFirst Financial Corp.

and Angela K.

Ho Incorporated herein by reference from Exhibit to Form 8-K filed on March 7, 2017.

Form of Change in Control Agreement between OceanFirst Bank and Angela K.

Ho Incorporated herein by reference from Exhibit to Form 8-K filed on March 7, 2017.

Form of OceanFirst Financial Corp.

15 unchanged sentences

Form of Employment Agreement between OceanFirst Financial Corp.

and certain executive officers, including Joseph R.

Iantosca and Joseph J.

and certain executive officers, including Joseph J.

Lebel Incorporated herein by reference from Exhibit to Form 8-K filed on April 10, 2017.

3 unchanged sentences

Maher, Michael J.

Fitzpatrick, Joseph R.

Iantosca, Joseph J.

Fitzpatrick, Joseph J.

Lebel III, and Steven J.

12 unchanged sentences

2020 Stock Incentive Plan Performance Based Stock Award Agreement Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020.

Amendment No.1 to the OceanFirst Financial Corp.

2020 Stock Incentive Plan Incorporated hereto by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 20, 2021

Employment Agreement between OceanFirst Financial Corp.

Vallacchi Filed herewith.

Executive Change in Control Agreement between OceanFirst Financial Corp.

Vallacchi Incorporated herein by reference to the Exhibits to the Quarterly Report on Form 10-Q filed on November 4, 2021

Amended OceanFirst Bank, N.A.

Code of Ethics and Standards of Personal Conduct Filed herewith.

OceanFirst Financial Corp.

Code of Ethics and Standards of Personal Conduct Incorporated herein by reference from the Exhibits to Form 10-K filed on March 15, 2004.

Code of Ethics for Senior Officers Filed herewith.

Subsidiary information is incorporated herein by reference to “Part I – Subsidiary Activities” Filed herewith.

24 unchanged sentences

Chief Executive Officer

March 1, 2021

February 25, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

/s/ Christopher D.

Maher March 1, 2021

Maher February 25, 2022

Christopher D.

1 unchanged sentence

/s/ Michael J.

Fitzpatrick March 1, 2021

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Angela K.

Ho March 1, 2021

(Principal Accounting Officer)

Fitzpatrick February 25, 2022

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Acting Principal Accounting Officer)

/s/ Angelo J.

Catania March 1, 2021

Catania February 25, 2022

/s/ Anthony R.

Coscia March 1, 2021

Coscia February 25, 2022

/s/ Michael D.

Devlin March 1, 2021

Farris March 1, 2021

Devlin February 25, 2022

Farris February 25, 2022

/s/ Kimberly M.

Guadagno March 1, 2021

/s/ Nicos Katsoulis March 1, 2021

Guadagno February 25, 2022

/s/ Nicos Katsoulis February 25, 2022

Nicos Katsoulis

Lloyd March 1, 2021

/s/ William D.

Moss March 1, 2021

Lloyd February 25, 2022

/s/ Joseph M.

March 1, 2021

February 25, 2022

/s/ Steven M.

Scopellite March 1, 2021

Torres March 1, 2021

Scopellite February 25, 2022

Torres February 25, 2022

/s/ Patricia L.

Turner March 1, 2021

Vallacchi March 1, 2021

Walsh March 1, 2021

Turner February 25, 2022

Vallacchi February 25, 2022

Walsh February 25, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures