OceanFirst Financial Shareholders Approve Merger-Related Share Issue, Reject Charter Amendment
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Share issuance tied to merger and Warburg Pincus investment approved: Stockholders approved issuing OceanFirst common stock, a new non-voting common-equivalent class and warrants related to the Dec. 29, 2025 merger/investment agreements, with 94% of votes cast in favor.
Charter amendment to exempt Warburg Pincus rejected: A proposed amendment to Article Fourth to exempt Warburg Pincus and affiliates received only 41% support and failed to meet the required 80% threshold.
Quorum and meeting format: The virtual special meeting had a quorum with about 78% of outstanding shares (44,723,849 of 57,402,016) present in person or by proxy.
OceanFirst Financial (NASDAQ:OCFC) shareholders approved a proposal to issue shares related to the company’s previously announced merger and investment agreements, but rejected a separate proposal to amend the company’s Certificate of Incorporation, according to results announced at a special meeting of stockholders held virtually on April 2, 2026.
Christopher Maher, OceanFirst’s Chairman, President, and Chief Executive Officer, chaired the virtual-only meeting and introduced company officers in attendance, including Chief Financial Officer Pat Barrett; General Counsel and Corporate Secretary Steven Tsimbinos; SVP of Corporate Development and Investor Relations Alfred Goon; and Vice President and Assistant Corporate Secretary Matt McHugh. Peter Hagberg of CT Hagberg LLC served as inspector of election, and Broadridge Financial Solutions hosted the meeting and tabulated the shareholder vote.
Tsimbinos said an affidavit confirmed notice of the meeting was mailed to stockholders as required under the bylaws. He added that the board adopted unanimous written-consent resolutions on Feb. 12, 2026, to hold the meeting on April 2, 2026, and set Feb. 20, 2026, as the record date.
Hagberg reported that, as of the record date, OceanFirst had 57,402,016 shares of common stock outstanding. He said 44,723,849 shares, or about 78% of outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum.
The first proposal sought stockholder approval for the issuance of OceanFirst common stock under an “agreement and plan of merger” dated Dec. 29, 2025, “by and among OceanFirst Financial Corp, Flushing Financial Corporation, and Apollo Merger Sub Corp,” according to the resolution read into the record by McHugh.
The resolution also covered issuance of “a new class of non-voting common equivalent stock of OceanFirst and a warrant” to affiliates of funds managed by Warburg Pincus LLC under an investment agreement dated Dec. 29, 2025. The language further included “any shares of OceanFirst Financial Corp common stock and/or OceanFirst Financial Corp non-common equivalent stock into which such securities are directly or indirectly convertible or exercisable,” including shares issuable upon certain adjustments under the terms of the securities.
The motion was made by McHugh and seconded by Tsimbinos. With no discussion or questions raised during the meeting, the proposal proceeded to a vote. Hagberg later reported that 94% of votes cast were in favor, constituting a majority of votes cast, and the proposal was approved.
The second proposal asked stockholders to approve an amendment to “section C of Article Fourth” of OceanFirst’s Certificate of Incorporation. Tsimbinos, who made the motion, described the amendment as one that would “exempt Warburg Pincus LLC and its affiliates, but not any other stockholder of OceanFirst from the application of section C of Article Fourth” of the charter.
McHugh seconded the motion. As with the first proposal, no questions or discussion were raised before the vote.
In the final vote report, Hagberg said 41% of votes cast were in favor of the charter amendment—“less than 80% of the voting power of the outstanding shares.” As a result, he said the proposal did not receive the required approval and was not adopted.
After the inspector’s report, the meeting declared that the share-issuance resolution had been approved and that the Certificate of Incorporation amendment had not been approved. The formal business concluded with a motion to adjourn, which was made by Tsimbinos, seconded by McHugh, and approved by voice vote.
Share issuance proposal: Approved, with 94% of votes cast in favor.
Charter amendment proposal: Not approved, with 41% of votes cast in favor and below the stated 80% threshold.
OceanFirst Financial Corporation (NASDAQ: OCFC) is a bank holding company headquartered in Toms River, New Jersey, that provides a full range of community banking and financial services through its principal subsidiary, OceanFirst Bank. Established in the early 20th century, the company has built its business around serving the deposit, lending and wealth management needs of individuals, small businesses, municipalities and nonprofit organizations across New Jersey and portions of New York.
The company’s core activities include accepting consumer and business deposits, making commercial, municipal and consumer loans, and offering residential mortgage financing.
