SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_} Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_} Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
OCEANFIRST FINANCIAL CORP.
(Name of Registrant as Specified In Its Certificate)
(Name of Person(s) Filing Proxy Statement, If other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO]
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, New Jersey 08754-2009
(732)240-4500
March 15, 2002
Fellow Shareholders:
You are cordially invited to attend the 2002 annual meeting of
shareholders (the "Annual Meeting") of OceanFirst Financial Corp., (the
"Company"), the holding company for OceanFirst Bank, (the "Bank"), Toms River,
New Jersey, which will be held on April 18, 2002 at 10:00 a.m. at Doolans, 700
State Highway 71 North, Spring Lake Heights, New Jersey.
The attached Notice of the Annual Meeting and the Proxy Statement
describe the business to be transacted at the Annual Meeting. Directors and
officers of the Company as well as a representative of KPMG LLP, the Company's
independent auditors, will be present at the Annual Meeting to respond to any
questions that our shareholders may have regarding the business to be
transacted.
The Board of Directors of OceanFirst Financial Corp. has determined
that the matters to be considered at the Annual Meeting are in the best
interests of the Company and its shareholders. For the reasons set forth in the
Proxy Statement, the Board unanimously recommends that you vote "FOR" each of
the nominees as directors specified under Proposal 1, and "FOR" Proposal 2, the
ratification of the appointment of auditors.
It is important that your shares are represented at the Annual Meeting
whether or not you are personally able to attend the meeting. Please sign and
return the enclosed proxy card promptly. Your cooperation is appreciated since a
majority of the common stock must be represented, either in person or by proxy,
to constitute a quorum for the conduct of business.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, I thank you for your continued interest and support.
Sincerely yours,
/S/ John R. Garbarino
----------------------
John R. Garbarino
Chairman of the Board, President
and Chief Executive Officer
OceanFirst Financial Corp.
975 Hooper Avenue
Toms River, New Jersey 08754-2009
----------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 18, 2002
----------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Annual
Meeting") of OceanFirst Financial Corp., (the "Company"), the holding company
for OceanFirst Bank, (the "Bank"), will be held on April 18, 2002 at 10:00 a.m.,
at Doolans, 700 State Highway 71 North, Spring Lake Heights, New Jersey.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of three directors to a three-year term of office;
2. The ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31, 2002;
and
3. Such other matters as may properly come before the meeting and at any
adjournments thereof, including whether or not to adjourn the meeting.
Note: The Board of Directors is not aware of any other business to come
before the Annual Meeting. Only stockholders of record at the close of business
on March 4, 2002 are entitled to receive notice of the meeting and to vote at
the meeting or at any adjournments thereof. In the event there are not
sufficient votes for a quorum or to approve the foregoing proposals at the time
of the Annual Meeting, the Annual Meeting may be adjourned in order to permit
further solicitation of proxies by the Company.
By Order of the Board of Directors
/s/ John K. Kelly
--------------------
John K. Kelly
Corporate Secretary
Toms River, New Jersey
March 15, 2002
OceanFirst Financial Corp.
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 18, 2002
-----------------------
Solicitation and Voting of Proxies
This Proxy Statement is being furnished to shareholders of OceanFirst
Financial Corp., (the "Company") in connection with the solicitation by the
Board of Directors (the "Board of Directors" or "Board") of proxies to be used
at the annual meeting of shareholders (the "Annual Meeting"), to be held on
April 18, 2002, at 10:00 a.m., at Doolans, 700 State Highway 71 North, Spring
Lake Heights, New Jersey, and at any adjournment or postponement thereof. The
2001 Annual Report to Stockholders, including the consolidated financial
statements for the fiscal year ended December 31, 2001, accompanies this Proxy
Statement, which is first being mailed to record holders on or about March 15,
2002.
Regardless of the number of shares of common stock owned, it is
important that record holders of a majority of the shares be represented by
proxy or in person at the Annual Meeting. Shareholders are requested to vote by
completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Shareholders are urged to indicate their vote in
the spaces provided on the proxy card. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, signed proxy cards will be voted
"FOR" the election of the nominees for director named in this Proxy Statement,
and "FOR" the ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31, 2002.
Other than the matters listed on the attached Notice of Annual Meeting
of Shareholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including whether or not to adjourn or postpone the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Corporate Secretary of the Company, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not in itself constitute revocation of your proxy. If you are a
shareholder whose shares are not registered in your own name, you will need
appropriate documentation from your record holder to vote personally at the
Annual Meeting.
The cost of solicitation of proxies on behalf of management will be
borne by the Company. Proxies may also be solicited personally or by telephone
by directors, officers and other employees of the Company and its subsidiary,
OceanFirst Bank, (the "Bank"), without additional compensation therefor. The
Company will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to, and obtain proxies from, such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.
1
Voting Securities
The securities which may be voted at the Annual Meeting consist of
shares of common stock of the Company ("Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting, except as described below.
The close of business on March 4, 2002, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
shareholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 9,824,089 shares.
As provided in the Company's Certificate of Incorporation, record
holders of Common Stock who beneficially own, either directly or indirectly, in
excess of 10% of the outstanding shares of Common Stock (the "Limit") are not
entitled to any vote in respect of the shares held in excess of the Limit and
are not treated as outstanding for voting purposes.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. If you return valid proxy instructions or attend the meeting in person,
your shares will be counted for determining whether there is a quorum, even if
you abstain from voting. Broker non-votes will also be counted for purposes of
determining the existence of a quorum. A broker non-vote occurs when a broker,
bank or other nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received voting instructions from the
beneficiary owner. In the event that there are not sufficient votes for a quorum
or to approve or ratify any proposal at the time of the Annual Meeting, the
Annual Meeting may be adjourned or postponed in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote "FOR" the election of the
nominees proposed by the Board, or to "WITHHOLD" authority to vote for one or
more of the nominees being proposed. There is no cumulative voting for the
election of directors. Under Delaware law and the Company's Bylaws, directors
are elected by a plurality of votes cast, without regard to either (i) broker
non-votes or (ii) proxies as to which authority to vote for one or more of the
nominees being proposed is withheld.
As to the ratification of KPMG LLP as independent auditors of the
Company set forth in Proposal 2 and all other matters that may properly come
before the Annual Meeting, by checking the appropriate box, a shareholder may:
(i) vote "FOR" the item; (ii) vote "AGAINST" the item, or (iii) "ABSTAIN" from
voting on such item. Under the Company's Bylaws, unless otherwise required by
law, all such matters shall be determined by a majority of the votes cast,
without regard to (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to
that matter.
Proxies solicited hereby are to be returned to the Company's transfer
agent, American Stock Transfer & Trust Company ("ASTT"). The Board of Directors
has designated ASTT to act as inspector of election and tabulate the votes at
the Annual Meeting. ASTT is not otherwise employed by, or a director of, the
Company or any of its affiliates. After the final adjournment of the Annual
Meeting, the proxies will be returned to the Company for safekeeping.
2
Participants in OceanFirst Bank's Employee Stock Ownership Plan or Retirement
Plan
If you participate in the OceanFirst Bank Employee Stock Ownership Plan
("ESOP") or the OceanFirst Bank Retirement Plan (the "401(K) Plan") you will
receive a voting instruction card for all shares you may vote under each plan.
Under the terms of the ESOP and the 401(K) Plan, the trustee votes all shares
held by the ESOP and the 401(K) Plan, but each participant in the ESOP or the
401(K) Plan may direct the trustee how to vote the shares of Company common
stock allocated to his or her account for each plan. The ESOP and 401(K) Plan
trustees, subject to the exercise of their fiduciary duties, will vote all
unallocated shares of Company common stock held by the ESOP and 401(K) Plan and
allocated shares of Company common stock for which no voting instructions are
received in the same proportion as shares for which it has received timely
voting instructions.
Security Ownership of Certain Beneficial Owners
The following table sets forth information as of March 4, 2002 with
respect to the persons known by the Company to be beneficial owners of more than
5% of the Company's outstanding shares of Common Stock. A person is considered
to beneficially own any shares of common stock which he or she has, directly or
indirectly, sole or shared voting or investment power.
Number of Percent of
Name and Address of Shares Common Stock
Title of Class of Beneficial Owner Owned Outstanding
-------------- -------------------------------------- ------------ ------------
Common Stock OceanFirst Bank, 1,648,191(1) 16.8%
Employee Stock Ownership Plan ("ESOP")
975 Hooper Avenue
Toms River, New Jersey 08754-2009
Common Stock OceanFirst Foundation 1,100,342(2) 11.2%
975 Hooper Avenue
Toms River, New Jersey 08754-2009
Common Stock Neuberger Berman LLC 1,098,890(3) 11.2%
605 Third Avenue
New York, New York 10158
Common Stock Dimensional Fund Advisors, Inc. 669,700(4) 6.8%
1299 Ocean Avenue
Santa Monica, California 90401
--------------------
(1) Under the terms of the ESOP, the ESOP will vote all allocated shares held
in the ESOP in accordance with the instructions of the participants. As
of March 4, 2002, 648,449 shares had been allocated under the ESOP and
999,742 shares remain unallocated. Under the ESOP, unallocated shares and
allocated shares as to which voting instructions are not given by
participants are to be voted by the ESOP Trustee in a manner calculated
to most accurately reflect the instructions received from participants
regarding the allocated stock so long as such vote is in accordance with
the fiduciary provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").
(2) All shares of Common Stock held by the Foundation must be voted in the
same ratio as all other shares of the Company's Common Stock on all
proposals considered by stockholders of the Company.
(3) Based upon SEC Form 13G filed by Neuberger Berman LLC on February 12,
2002.
(4) Based upon SEC Form 13G filed by Dimensional Fund Advisors, Inc. on
February 12, 2002.
3
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL I. ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of nine (9)
directors and is divided into three classes. Each of the nine members of the
Board of Directors also presently serves as a director of the Bank. Directors
are elected for staggered terms of three years each, with the term of office of
only one of the three classes of directors expiring each year. Directors serve
until their successors are elected and qualified.
The three nominees proposed for election at the Annual Meeting are
Thomas F. Curtin, John R. Garbarino and Frederick E. Schlosser. Neither Messrs.
Curtin or Schlosser are being proposed for election pursuant to any agreement or
understanding between either of them and the Company. The Bank and Company have
entered into an employment agreement with Mr. Garbarino, which agreement is more
fully detailed in the "Employment Agreements" Section of this Proxy Statement.
While the Company is not required to nominate Mr. Garbarino for election to the
Board of Directors, the terms of his Employment Agreement could be triggered in
the event he were not elected to the Board of Directors.
In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that proxies will be voted for the election
of the balance of those nominees named and for such other persons as may be
designated by the present Board of Directors. The Board of Directors has no
reason to believe that any of the persons named will be unable or unwilling to
serve. Unless authority to vote for the directors is withheld, it is intended
that the shares represented by the enclosed proxy card will be voted "FOR" the
election of all nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to Nominees, Continuing Directors and Named Executive
Officers
The following table sets forth, as of the Record Date, the names of
nominees and continuing directors and executive officers, their ages as of the
Record Date, a brief description of their business experience for the past five
years, including present occupations and employment, the year in which each
became a director of the Bank and the year in which their terms (or, in the case
of nominees, their proposed terms) as director of the Company expire. This table
also sets forth the amount of Common Stock and the percent thereof beneficially
owned by each director and executive officer and all directors and executive
officers as a group as of the Record Date.
4
Expiration of Amount and Nature of Ownership as
Name and Principal Occupation at Director Term as Beneficial a Percent
Present and for Past Five Years Age Since(1) Director Ownership(2) of Class(3)
------------------------------------------- ------- ----------- --------------- ---------------------- ---------------
NOMINEES FOR ELECTION AS DIRECTORS
Thomas F. Curtin 70 1991 2005 108,862(4)(8) 1.11%
Partner, The Foristall
Company, Inc. an investor
relations firm.
John R. Garbarino 52 1984 2005 596,018(6)(7)(9) 6.07%
Chairman of the Board
President and Chief Executive
Officer of the Company and the Bank.
Frederick E. Schlosser 80 1968 2005 100,610(4)(10) 1.02%
Retired, former Vice President
for Steinbach's department stores.
CONTINUING DIRECTORS
John W. Chadwick 60 2002 2003 1,000(4) .01%
General Manager,
Point Bay Fuel, Inc.
Carl Feltz, Jr. 63 1990 2003 84,558(4) 86%
Partner, Feltz & Frizzell
Architects, LLC, architects.
Diane F. Rhine, Partner 52 1997 2003 73,268(4)(12) .75%
Citta & Rhine, L.L.C., realtors.
Donald E. McLaughlin, CPA 54 1985 2004 95,629(4)(11) .97%
Stephen B. Teller, a public
accounting firm.
James T. Snyder 67 1991 2004 90,358(4) .92%
Retired, Former 50% owner of
Wallach's Inc., a New Jersey retail
company.
John E. Walsh, P.E., President, 48 2000 2004 19,968(4)(13) .20%
Bay Pointe Engineering
Associates, Inc., an engineering
firm.
5
Expiration of Amount and Nature Ownership as
Name and Principal Occupation Director Term as of Beneficial a Percent of
at Present and for Past Five Years Age Since(1) Director Ownership(2) Class(3)
------------------------------------------ ------- --------- ------------- ------------------- ---------------
NAMED EXECUTIVE OFFICERS
(who are not also directors)
Michael J. Fitzpatrick 46 -- -- 224,306(6)(7) 2.28%
Executive Vice President and
Chief Financial Officer of the
Company and the Bank.
John K. Kelly 52 -- -- 107,523(6)(7)(14) 1.09%
Senior Vice President and
Corporate Secretary of the Company.
Senior Vice President, General Counsel
and Corporate Secretary of the Bank.
Robert M. Pardes 43 -- -- 15,850(5)(6)(7) .16%
Executive Vice President of the Bank
Karl E. Reinheimer 54 -- -- 182,788(6)(7) 1.86%
Executive Vice President and
Chief Operating Officer of the Bank.
All directors and executive officers as a
group (13) persons) .......................... -- -- -- 1,700,738 17.30%
_____________________
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shared with spouse or other
immediate family members) voting power as to shares reported as of the
Record Date.
(3) For purposes of calculating the ownership as a percent of shares
outstanding as of the Record Date all options currently exercisable or
exercisable within 60 days of March 4, 2002, have been added to the
outstanding number of shares of Common Stock.
(4) Includes 67,104 options vested to Messrs. Mc Laughlin and Feltz under the
OceanFirst Financial Corp. Amended and Restated 1997 Incentive Plan (the
"Incentive Plan"), but which have not yet been exercised. Includes 63,104,
60,394, 57,104, 13,420 and 64,104 vested options of Messrs. Curtin,
Schlosser, Snyder, Walsh and Ms. Rhine, respectively, exercisable as of the
record date or within 60 days of the record date which have not yet been
exercised. Mr. Chadwick was elected a director on February 20, 2002 and
owns no vested options.
(5) Includes 1,000 shares awarded to Mr. Pardes on August 18, 2000 which vest
on February 4, 2003.
(6) Includes 402,628, 150,986, 50,328, 8,000 and 150,986, options vested to
Messrs. Garbarino, Fitzpatrick, Kelly, Pardes and Reinheimer, respectively,
under the Incentive Plan's Vesting Schedule which have not been exercised.
(7) Includes 19,102, 19,636, 16,684, 1,806 and 11,670 shares held in trust
pursuant to the ESOP which have been allocated to Messrs. Garbarino,
Fitzpatrick, Kelly, Pardes and Reinheimer, respectively, as of December 31,
2001. Such persons have sole voting power, but no investment power, except
in limited circumstances, as to such shares.
(8) Includes 2,256 shares owned by Mr. Curtin's wife and 2,000 held in trust
for Mr. Curtin's wife.
(9) Includes 11,130 shares owned by Mr. Garbarino's wife and 7,820 shares held
by Mr. Garbarino and his wife as co-Trustees for their children.
(10) Includes 8,750 shares owned by Mr. Schlosser's wife.
(11) Includes 2,767 shares owned by Mr. McLaughlin's wife.
(12) Includes 200 shares owned by Ms. Rhine's children.
(13) Includes 648 shares held by Mr. Walsh's wife as custodian for his children.
(14) Includes 8,828 shares owned by Mr. Kelly's wife and 4,000 shares held by
Mr. Kelly's wife as custodian for his children.
6
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of the Board's
committees. The Board of Directors of the Company generally meets on a regularly
scheduled basis and as needed. During 2001, the Board of Directors of the
Company held seven meetings. All directors attended at least 75% of meetings.
The Board of Directors of the Company maintains committees, the nature and
composition of which are described below.
Audit Committee. The Audit Committee of the Company and the Bank
consists of Messrs. McLaughlin, CPA (Chairman), Schlosser and Walsh. This
committee generally meets on a quarterly basis and is responsible for the review
of the audit and loan review reports and management actions regarding the
implementation of audit findings. The Bank's Internal Auditor and Loan Review
Officer report to this committee, and the committee also maintains a liaison
with outside auditors and reviews the adequacy of internal controls. The Audit
Committee of the Company and the Bank met five times in 2001. See "Report of the
Audit Committee".
Nominating Committee. The Company's Nominating Committee for the 2002
Annual Meeting consists of Messrs. Snyder (Chairman), McLaughlin and Walsh. The
committee considers and recommends the nominees for director to stand for
election at the Company's annual meeting of shareholders. The Company's
Certificate of Incorporation and Bylaws provide for shareholder nominations of
directors. These provisions require such nominations to be made pursuant to
timely notice in writing to the Secretary of the Company. The shareholder's
notice of nomination must contain all information relating to the nominee which
is required to be disclosed by the Company's Bylaws and by the Exchange Act. See
"Additional Information - Notice of Business to be Conducted at an Annual
Meeting." The Nominating Committee met once in 2001.
Human Resources/Compensation Committee. The Human Resources/
Compensation Committee of the Company and the Bank (the "Compensation
Committee") consists of Messrs. Curtin (Chairman) and Schlosser and Ms. Rhine.
The Compensation Committee meets to establish compensation for the executive
officers and to review the incentive compensation programs when necessary. The
Compensation Committee is also responsible for establishing certain guidelines
and limits for compensation and benefit programs for other salaried officers and
employees of the Company and the Bank. See "Executive Compensation -
Compensation Committee Report on Executive Compensation." The Compensation
Committee met three times in 2001.
Directors' Compensation
Directors' Fees. Currently, all outside directors of the Bank and the
Company receive an annual retainer of $15,000 for service on the Bank's Board
and $10,000 for service on the Company's Board. All fees are paid to directors
quarterly. Outside directors of the Bank also receive a fee of $900 for each
regular board meeting attended and $300 for each committee meeting attended;
however, committee chairmen receive $500 per committee meeting attended. The
Bank's directors are also provided with medical and dental insurance for which
they contribute part of the cost of coverage.
Deferred Compensation Plan for Directors. The Bank maintains a
deferred compensation plan for the benefit of outside directors. The plan is a
non-qualified arrangement which offers participating directors the opportunity
to defer compensation through a reduction in fees in lieu of a promise of future
7
benefits. Such benefits are payable commencing at an age mutually agreed upon by
the Bank and the participating director (the "Benefit Age"). The benefits equal
the account balance of the director annuitized over a period of time mutually
agreed upon by the Bank and the director, and then reannuitized at the beginning
of each calendar year thereafter. Lump sum payouts are also available upon
eligibility for distribution of benefits or in the event of the death of the
director. The account balance equals deferrals and interest. Currently, the plan
credits interest on deferrals at a rate equal to the sum of (i) the "Stable
Fund" investment option in the Bank's qualified 401(k) plan plus (ii) 250 basis
points. Early distribution of benefits may occur under certain circumstances
which include change in control, financial hardship, termination for cause,
disability or termination of the plan by authorization of the Board of
Directors.
Executive Compensation
The report of the Compensation Committee, the report of the Audit
Committee and the stock performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or the Exchange Act, except as to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer ("CEO") and other executive officers of the Company. The
disclosure requirements for the Chief Executive Officer and other executive
officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement the Compensation Committee, at
the direction of the Board of Directors, has prepared the following report for
inclusion in this proxy statement.
Compensation Policies. The Compensation Committee is responsible for
administering the compensation and benefit program for the Company's and the
Bank's employees, including the executive officers. The Committee annually
reviews and evaluates base salary and annual bonus recommendations made for
executive officers by the Chief Executive Officer (other than for the CEO) along
with the rationale for such recommendations. The Committee also approves the
compensation for the CEO, who does not participate in the Committee's decision
as to his compensation package. In establishing compensation levels, the
Committee considers the Company's overall objectives and performance, peer group
comparisons and individual performance.
The Committee has adopted the following goals in establishing executive
compensation: (1) attracting, retaining and rewarding highly qualified and
productive executives; (2) relating compensation to both Company and individual
performance; (3) establishing compensation levels that are internally equitable
and externally competitive; and (4) providing motivation for the executive
officers to enhance shareholder value by linking their compensation to the
performance of the Company's Common Stock.
The Company's compensation program for executive officers consists of
(1) a base salary; (2) a performance-based annual bonus; and (3) periodic grants
of stock options. In addition, executive officers may participate in other
benefit plans available to all employees, including the Employee Stock Ownership
Plan and the 401(k) Plan. To the extent that benefits under these plans are
limited by Internal Revenue Code restrictions, the Bank maintains a Supplemental
8
Executive Retirement Plan for executive officers. See "Supplemental Executive
Retirement Plan".
During 1999, the Committee engaged William M. Mercer, Inc. ("Mercer"),
a nationally recognized consulting firm specializing in compensation and
employee benefits to perform an independent review of executive officers' and
directors' compensation. The objectives of the independent review were to (1)
assess the competitiveness of the Company's total compensation program for
executive officers and non-employee directors; (2) review the structure of the
Company's annual cash incentive represented by the Performance Achievement Award
Program ("Award Program") as it relates to competitive practice and assess the
effectiveness of the Award Program; and (3) review performance based
compensation practices among peer banks and develop preliminary features for a
new stock option program. The consultant compared base salary, annual incentive
and long term compensation for each executive officer to a Mid-Atlantic peer
group of banking institutions having similar characteristics as the Company. The
final report of Mercer indicated that (1) base salaries approximated peer median
levels with the exception of the CEO where base salary was below the peer
median; (2) annual cash incentives as a percent of base salary were competitive;
and (3) long-term stock-based incentives fell between the peer median and
seventy-fifth percentile. The Company updated the Mercer Report in 2000 to
reflect the currently available compensation levels for the same peer group.
Base Salaries. Salary levels are intended to be consistent and
competitive with the practices of comparable financial institutions (as
represented by the Mid-Atlantic peer group developed by Mercer) and to correlate
with each executive's level of responsibility. The Compensation Committee's base
salary determinations are generally aimed at reflecting the overall performance
of the Company, the performance of the individual executive officer, as well as
their responsibilities and experience and the Committee's view of competitive
marketplace conditions as reflected in the report of Mercer.
Annual Incentive. Under the Performance Achievement Award Program (the
"Award Program"), a significant portion of each executive officer's annual cash
compensation is contingent on the performance of the Company, the Bank and the
individual. The Award Program compares actual performance against targets which
are approved by the Compensation Committee at the beginning of each year. The
targets are weighted between individual objectives (which may be subjective in
nature) and the Company's success in achieving its financial goals. The
weighting of the performance and individual goals depends on the position of the
executive. This program is discussed further below under " Chief Executive
Officer."
Long Term Incentive Compensation. Executive officers received stock
awards and options under the Amended and Restated 1997 Incentive Plan (the
"Incentive Plan"). The performance criteria established by the Compensation
Committee for all stock award shares due to vest on February 4, 2002 required
that the Company's adjusted diluted earnings per share for fiscal 2001 increase
by at least 15% over the diluted earnings per share achieved by the Company for
fiscal 2000. Diluted earnings per share for 2001 was adjusted to exclude the
year over year difference in the expense relating to the Fair Market Value of
ESOP shares. Failure to achieve this performance criteria would have resulted in
50% of the year 2002 annual installment not vesting. For the year ended December
31, 2001 the Company attained the required earnings per share growth specified
by the Compensation Committee and, therefore, all eligible shares vested on
February 4, 2002. Other than Mr. Pardes, there were no specific grants and
awards for Named Executive Officers in the last three years. The Committee
believes that stock ownership by executive officers is a significant incentive
in building shareholder value and aligning the interests of executives with
those of shareholders. The Committee takes into account the outstanding stock
incentives when determining overall compensation.
9
Chief Executive Officer. The Chief Executive Officer was evaluated for
the successful level of the Company's and the Bank's operational and
administrative changes during 2001, taking into account both subjective
performance criteria and certain objective performance measures. In 1999, Mr.
Garbarino's base salary was observed to be below the median level as compared to
the base salary of CEOs at other institutions in the peer group prepared by
William M. Mercer Inc. Therefore, Mr. Garbarino's salary for 2000 was increased
to $395,000 and in 2001 to $417,000. Performance measures evaluated by the
Committee in determining the compensation of the CEO included the adoption and
execution of capital management strategies; the successful execution of the
Company's Business Plan; and the continued operation of the Bank in a safe and
sound manner.
Consistent with the Company's policy of linking compensation and
performance, Mr. Garbarino also participated in the annual Award Program. Awards
made to Mr. Garbarino under the Award Program in 2001 were based upon
achievement of a targeted annual return on average equity, and were supplemented
by the achievement of certain individual goals determined by the Committee at
the beginning of the year. These goals are structured with a target level
determined by the Committee, a threshold level which must be attained to fund
any award and a superior level that is above the target level and tied to a
maximum award opportunity. Mr. Garbarino's award is weighted so that 75% of the
award is determined by the Company-wide performance goals and 25% of the award
is determined by individual goals. The total award earned by Mr. Garbarino for
fiscal year 2001 of $205,242 represented 141% of his targeted award amount based
upon both actual Company performance measured against the goals established at
the start of the year, as well as the Committee's evaluation of Mr. Garbarino's
individual goal attainment.
The goal of the above referenced compensation policies, as implemented
by the Committee, is to be certain that all executives are compensated
consistent with the above guidelines. Compensation levels will be reviewed as
frequently as necessary to ensure this result.
The Compensation Committee
Thomas F. Curtin, Chairman
Diane F. Rhine Frederick E. Schlosser
Report of the Audit Committee
The Audit Committee of the Board of Directors is responsible for
assisting the Board in fulfilling its responsibility to the shareholders
relating to corporate accounting, reporting practices and the quality and
integrity of the financial reports of the Company. Additionally, the Audit
Committee recommends selection of the auditors and reviews their independence
and their annual audit. The Audit Committee is comprised of three directors,
each of whom is independent under the Nasdaq's listing standards. The Audit
Committee acts under a written charter adopted by the Board of Directors.
The Audit Committee reviewed and discussed the annual financial
statements with management and the Company's independent accountants. As part of
this process, management represented to the Audit Committee that the financial
statements were prepared in accordance with generally accepted accounting
principles. The Audit Committee also received and reviewed written disclosures
and a letter from the accountants concerning their independence as required
under applicable standards for auditors of public companies. The Audit Committee
discussed with the accountants the contents of such materials, the accountant's
independence and additional matters required under Statement on Auditing
10
Standards No. 61. Based on such review and discussions, the Audit Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001 for filing with the Securities and Exchange Commission.
The Audit Committee
Donald E. McLaughlin, CPA, Chairman
Frederick E. Schlosser John E. Walsh
Stock Performance Graph. The following graph shows a comparison of total
stockholder return on the Company's Common Stock with the cumulative total
return of companies on The Nasdaq Stock Market (U.S.) Index and the SNL Thrift
Index for the period December 31, 1996 through December 31, 2001.
Cumulative Monthly Return Among
OceanFirst Financial Corp. Common Stock,
All Nasdaq U.S. Stocks and SNL Thrift Index
[GRAPH]
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- -------- --------
OceanFirst Financial Corp. 100.00 148.63 136.22 146.76 216.99 220.41
All Nasdaq US Stocks 100.00 122.48 172.68 320.89 193.01 153.15
SNL Thrift Index 100.00 170.15 149.65 122.25 195.21 208.65
Notes:
A. The lines represent annual index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the annual interval, based on the fiscal year end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.00 on 12/31/96.
11
Summary Compensation Table. The following table shows, for the years
ended December 31, 2001, 2000 and 1999, the cash compensation paid, as well as
certain other compensation paid or accrued for that year to the Chief Executive
Officer of the Company and the Bank and four other executive officers of the
Company and the Bank who earned and/or received salary and bonus in excess of
$100,000 in fiscal year 2001 ("Named Executive Officers"). No other executive
officer of the Company or the Bank earned and/or received salary and bonus in
excess of $100,000 in fiscal year 2001.
Annual Compensation (1)
-------------------------
Restricted Securities
Stock Underlying All Other
Name and Principal Salary Bonus Awards Options Compensation
Positions Year ($) (1) ($) (2) ($) (#) ($) (3)
--------------------------------------------- ---------- --------- -------- --------- ----------- --------------
John R. Garbarino (4) 2001 $417,000 $205,242 - - $107,796
President and Chief Executive Officer 2000 395,000 151,729 - - 168,373
of the Company and the Bank ............... 1999 357,000 171,806 - - 113,051
Michael J. Fitzpatrick (4) 2001 $175,500 $ 88,202 - - $ 47,139
Executive Vice President and Chief 2000 167,000 61,486 - - 73,047
Financial Officer of the Company and the 1999 158,000 69,843 - - 51,830
Bank ......................................
Robert M. Pardes (4) 2001 $171,000 $ 96,339 - - $ 41,522
Executive Vice President of the Bank 2000 59,558 24,854 $57,375 24,000 --
Karl E. Reinheimer 2001 $160,500 $ 58,956 - - $ 45,120
Executive Vice President and Chief 2000 153,000 43,742 - - 68,124
Operating Officer of the Bank ............. 1999 150,000 44,067 - - 50,978
John K. Kelly (4) 2001 $146,000 $ 42,363 - - $ 40,621
Senior Vice President and Corporate 2000 139,000 28,820 - - 62,332
Secretary of the Company and Senior Vice 1999 131,000 52,269 - - 43,337
President, General Counsel and
Corporate Secretary of the Bank ...........
------------------------------
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred by the Named Executive Officer pursuant to the Bank's 401(k) Plan
and Deferred Compensation Plan. It does not include the aggregate amount
of prerequisite and other personal benefits that did not exceed the lesser
of $50,000 or 10% of the total annual salary and bonus reported.
(2) This amount consists of bonuses paid pursuant to the Bank's Award Program,
which awards are based on the attainment of certain predetermined annual
performance goals. See "Compensation Committee Report on Executive
Compensation."
(3) Includes (a) $41,522, $46,792, $41,522, $43,699, and $40,621, representing
the value of shares allocated for 2001 under the ESOP, as of December 31,
2001, for the benefit of Messrs. Garbarino, Fitzpatrick, Pardes,
Reinheimer and Kelly, respectively; (b) $57,960 and $347 for Mr. Garbarino
and Mr. Fitzpatrick, respectively, representing the contribution made
under the Supplemental Executive Retirement Plan for the excess amount due
under the ESOP for the fiscal year ended December 31, 2001; and (c)
excludes other amounts contributed under the Supplemental Executive
Retirement Plan for Messrs. Garbarino, Fitzpatrick, Pardes, Reinheimer and
Kelly.
(4) On August 18, 2000, the Bank employed Robert M. Pardes as Executive Vice
President, Residential Loan Division. As of December 31, 2001, Messrs.
Garbarino, Fitzpatrick, Reinheimer and Kelly had 33,552, 10,736, 4,028,
and 6,712 of unvested restricted stock awards that were granted in 1997.
Mr. Pardes had 2,000 unvested restricted stock awards that were granted in
2000. Based on the market value of the underlying common stock of $24.16
at December 31, 2001, the value of these unvested awards as of December
31, 2001 was $810,616, $259,382, $97,316, $162,162 and $48,320,
respectively.
Employment Agreements. The Bank and the Company have entered into
employment agreements with Messrs. Garbarino and Fitzpatrick (individually, the
"Executive"). These employment agreements are intended to ensure that the Bank
and the Company will be able to maintain a stable and competent management base.
The continued success of the Bank and the Company depends to a significant
degree on the skills and competence of Messrs. Garbarino and Fitzpatrick.
The employment agreements provide for a three-year term for both
Executives. The Bank employment agreement provides that, upon each fiscal
year-end, the Board of the Bank may extend the agreement for an additional year
so that the remaining term shall be three years, unless written notice of
non-renewal is given by the Board of the Bank after conducting a
12
performance evaluation of the Executive. The term of the Company employment
agreement is extended on a daily basis unless written notice of non-renewal is
given by the Board of the Company. In addition to the base salary, the
agreements provide for, among other things, participation in stock benefit plans
and other fringe benefits applicable to executive personnel.
The agreements provide for termination, at any time, by the Bank or the
Company for cause as defined in the agreements. In the event the Bank or the
Company chooses to terminate the Executive's employment for reasons other than
for cause, or in the event of the Executive's resignation from the Bank and the
Company upon: (1) failure to re-elect the Executive to his current offices; (2)
a material change in the Executive's functions, duties or responsibilities; (3)
a relocation of the Executive's principal place of employment by more than 25
miles; (4) liquidation or dissolution of the Bank or the Company; or (5) a
breach of the agreement by the Bank or the Company, the Executive or, in the
event of Executive's subsequent death, his beneficiary, beneficiaries or estate,
as the case may be, would be entitled to receive an amount equal to the
remaining base salary payments due to the Executive and the contributions that
would have been made on the Executive's behalf to any employee benefit plans of
the Bank or the Company during the remaining term of the agreement. The Bank and
the Company would also continue and pay for the Executive's life, health and
disability coverage for the remaining term of the employment agreement.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company (as defined in the employment
agreement), the Executive or, in the event of the Executive's death, his
beneficiary, would be entitled to a severance payment equal to the greater of:
(1) the payments due for the remaining term of the agreement; or (2) three times
the average of the five preceding taxable years' compensation. Such average
compensation includes not only base salary, but also commissions, bonuses,
contributions on behalf of the Executive to any pension or profit sharing plan,
insurance payments, directors or committee fees and fringe benefits paid or to
be paid to the Executive during the preceding five taxable years. The Bank and
the Company would also continue the Executive's life, health, and disability
coverage for thirty-six months. Notwithstanding that both agreements provide for
a severance payment in the event of a change in control, the Executive would
only be entitled to receive a severance payment under one agreement.
Payments to the Executive under the Bank's agreement will be guaranteed
by the Company in the event that payments or benefits are not paid by the Bank.
Payment under the Company's agreement would be made by the Company. All
reasonable costs and legal fees paid or incurred by the Executive pursuant to
any dispute or question of interpretation relating to the agreements shall be
paid by the Bank or Company, respectively, if the Executive is successful on the
merits pursuant to a legal judgment, arbitration or settlement. The employment
agreements also provide that the Bank and Company shall indemnify the Executive
to the fullest extent allowable under federal and Delaware law, respectively.
Columbia Equities, Ltd., the Bank's mortgage banking subsidiary
("Columbia") entered into an Employment Agreement on August 18, 2000 with Robert
M. Pardes for the reasons and on terms similar to those upon which the
Employment Agreements between the Bank and Messrs. Garbarino and Fitzpatrick
were based. The Agreement has a three year term. On a yearly basis Columbia's
Board reviews and may extend the Agreement for an additional year. Under the
Agreement, Mr. Pardes agreed to serve as President rendering administrative and
management services to Columbia. Mr. Pardes is required to devote approximately
50% of his time performing duties as Executive Vice President, Director of
Residential Lending of the Bank, and except for absence occasioned by illness,
reasonable vacation periods and reasonable leaves of absence, Mr. Pardes is
required to devote all other of his business time, attention, skills and
13
efforts in the performance of his duties as President of Columbia. The
termination and change in control provisions under the Agreement are similar to
those in the Employment Agreement of Messrs. Garbarino and Fitzpatrick.
Change in Control Agreements. For similar reasons as with the
employment agreements, the Bank and the Company entered into change in control
agreements ("CIC Agreement") with Messrs. Reinheimer, Pardes and Kelly,
(individually, the "Executive"). Each CIC Agreement provides for a two-year
term. Commencing on the date of the execution of the Company's CIC Agreement,
the term is extended for one day each day until such time as the Board of
Directors of the Company or the Executive elects by written notice not to extend
the term, at which time the CIC Agreement will end on the second anniversary of
the date of notice. The Company's CIC Agreement provides that in the event
voluntary or involuntary termination follows a change in control of the Bank or
the Company (as defined in the agreement), the Executive would be entitled to a
severance payment equal to two (2) times the Executive's average annual
compensation as defined in the CIC Agreement, for the five years preceding
termination. The Bank's CIC Agreement is similar to that of the Company. The
Bank CIC Agreement provides that, upon each fiscal year-end, the Board of the
Bank may extend the CIC Agreement for an additional year so that the remaining
term shall be two years, unless written notice of non-renewal is given by the
Board of the Bank after conducting a performance evaluation of the Executive.
However, any payments to the Executive under the Bank's CIC Agreement, would be
subtracted from any amount due simultaneously under the Company's CIC Agreement.
The Company and the Bank would also continue and pay for the Executive's life,
health and disability coverage for thirty-six (36) full calendar months
following termination. Payments to the Executive under the Bank's CIC Agreement
are guaranteed by the Company in the event that payments or benefits are not
paid by the Bank.
Payments under the employment agreements and change in control
agreements in the event of a change in control may constitute some portion of an
excess parachute payment under Section 280G of the Code for executive officers,
resulting in the imposition of an excise tax on the recipient and denial of the
deduction for such excess amounts to the Company and the Bank.
Incentive Plan. The Amended and Restated 1997 Incentive Plan provides
discretionary awards and stock options to officers and key employees as
determined by the Compensation Committee. No discretionary awards of stock or
stock options were made to the Named Executive Officers pursuant to the
Incentive Plan during fiscal 2001.
The following table provides certain information with respect to the
number of shares of Common Stock represented by outstanding options and the
values of such options held by the Named Executive Officers as of December 31,
2001. No options were exercised by Named Executive Officers during fiscal 2001.
14
Fiscal Year-End Option/SAR Values
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Option/SARs at
Fiscal Year End(#) Fiscal Year End($)
---------------------------------- -----------------------------------
Named Executive Officers Exercisable/Unexercisable(1) Exercisable/Unexercisable(2)
-------------------------- ---------------------------------- -----------------------------------
John R. Garbarino 322,102/80,526 $3,140,495/785,128
Michael J. Fitzpatrick 120,789/30,197 $1,177,693/294,421
Robert M. Pardes 8,000/16,000 $ 38,800/77,600
Karl E. Reinheimer 120,789/30,197 $1,177,693/294,421
John K. Kelly 40,262/10,066 $ 392,555/98,143
---------------------------
(1) The options in this table have an exercise price of $14.41, with the
exception of the options granted to Mr. Pardes which have an exercise price
of $19.31.
(2) Based on the market value of the underlying Common Stock, $24.16, at
December 31, 2001, minus the exercise price.
Supplemental Executive Retirement Plan. The Bank maintains a
non-qualified Supplemental Executive Retirement Plan ("SERP") to provide
executive officers with additional retirement benefits. The benefits provided
under the SERP make up the difference between an amount up to 70% of final base
compensation and the benefits provided from the Bank's 401(k) Retirement Plan
plus the benefits which would have been provided from the Bank's Retirement
(Pension) Plan which was frozen in 1996 and terminated in 1998. In addition, the
SERP provides a benefit equal to the benefits lost from the ESOP due to the
application of limitations imposed by the Code, as amended, on compensation and
maximum benefits under the ESOP.
The Bank established an irrevocable trust in connection with the SERP.
This trust is funded with contributions from the Bank for the purpose of
providing the benefits promised under the terms of the SERP. The assets of the
trust are beneficially owned by the SERP participants, who recognize income as
contributions are made to the trust. Earnings on the trust's assets are taxable
to the participants. The amounts contributed in 2001 under the SERP (exclusive
of the ESOP benefits) for Messrs. Garbarino, Fitzpatrick, Pardes, Reinheimer and
Kelly were $165,611, $28,110, $19,025, $22,595 and $19,071, respectively.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires
OceanFirst's executive officers and directors, and persons who own more than 10%
of any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of the Company's
executive officers and directors, and greater than 10% beneficial owners have
complied with applicable reporting requirements for transactions in
15
OceanFirst Common Stock during the fiscal year ended December 31, 2001.
Transactions With Certain Related Persons
All loans made by the Bank to its directors are made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and do not involve more
than the normal risk of collectibility or present other unfavorable features.
The Bank offers loans to executive officers on terms not available to the public
but available to all other full-time employees, as permitted under federal
regulations. Under the Bank's existing policy, any loan to an executive officer
or director, must be approved, in advance, by a majority of the disinterested
members of the Board of Directors.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December
31, 2001 were KPMG LLP. The Company's Board of Directors has reappointed KPMG
LLP to continue as independent auditors for the Bank and the Company for the
year ending December 31, 2002, subject to ratification of such appointment by
the shareholders.
Representatives of KPMG LLP will be present at the Annual Meeting. They
will be given an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from shareholders present
at the Annual Meeting.
Audit Fees
The aggregate fees due KPMG for the annual audit and for the review of
OceanFirst's Forms 10-Q for the fiscal year 2001 totaled $128,500.
All Other Fees
The aggregate fees billed by KPMG during fiscal 2001 for other audit
related services totaled $26,500 and for non-audit services including fees for
tax-related services, totaled $60,250. The Audit Committee believes that the
provision of the these services is compatible with maintaining KPMG's
independence.
Unless marked to the contrary, the shares represented by the enclosed
proxy card will be voted "FOR" ratification of the appointment of KPMG LLP as
the independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
16
ADDITIONAL INFORMATION
Shareholder Proposals
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 2003 Annual Meeting of Shareholders, a shareholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Shareholders not later than November
15, 2002. If such annual meeting is held on a date more than 30 calendar days
from April 18, 2003, a shareholder proposal must be received by a reasonable
time before the proxy solicitation for such annual meeting is made. Any such
proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the Rules and Regulations
under the Exchange Act.
Notice of Business to be Conducted at a Special or Annual Meeting
The Bylaws of the Company set forth the procedures by which a
shareholder may properly bring business before a meeting of shareholders.
Pursuant to the Bylaws, only business brought by or at the direction of the
Board of Directors may be conducted at a special meeting. The Bylaws of the
Company provide an advance notice procedure for a shareholder to properly bring
business before an annual meeting. The shareholder must give written advance
notice to the Secretary of the Company not less than ninety (90) days before the
date originally fixed for such meeting; provided, however, that in the event
that less than one hundred (100) days' prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholder to be
timely must be received not later than the close of business on the tenth day
following the date on which the Company publicly disclosed to shareholders the
date of the annual meeting. The advance notice by shareholders must include the
shareholder's name and address, as they appear on the Company's record of
shareholders, a brief description of the proposed business, the reason for
conducting such business at the annual meeting, the class and number of shares
of the Company's capital stock that are beneficially owned by such shareholder
and any material interest of such shareholder in the proposed business. In the
case of nominations to the Board of Directors, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement or the proxy relating to any
annual meeting any shareholder proposal which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting. However, if you are a shareholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
17
Householding of Proxy Statements and Annual Reports
The Securities and Exchange Commission recently adopted rules that
permit companies to mail a single proxy statement and a single annual report to
two or more shareholders sharing the same address - a practice known as
"householding." Householding may provide greater convenience to shareholders and
save the Company money by reducing excess printing costs. The Company has not
chosen to adopt householding for mailings to the Company's registered holders
for this year. However, if you hold your shares in street name (i.e., through a
broker or banker), your broker, banker or an agent thereof may choose to
household mailings of the Company's proxy statement and annual report.
If you are the beneficial owner, but not the recordholder, of Company
shares at a shared address to which a single copy of both the proxy statement
and annual report have been delivered and wish to receive a copy of this proxy
statement and the annual report, you will need to provide a written request to
Sally Dennis of OceanFirst Financial Corp. at 975 Hooper Avenue, Toms River, New
Jersey 08754-2009, and provide your name and mailing address to request a copy
of the proxy statement and the annual report.
A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2001, AS FILED WITH THE SEC WILL BE FURNISHED WITHOUT CHARGE TO
SHAREHOLDERS OF RECORD UPON WRITTEN REQUEST TO SALLY DENNIS, OCEANFIRST
FINANCIAL CORP., 975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08754-2009.
By Order of the Board of Directors
/s/ John K. Kelly
---------------------
John K. Kelly
Corporate Secretary
Toms River, New Jersey
March 15, 2002
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, YOU ARE REQUESTED TO SIGN, DATE AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
18
--------------------------------------------------------------------------------
REVOCABLE PROXY
OCEANFIRST FINANCIAL CORP.
ANNUAL MEETING OF SHAREHOLDERS
April 18, 2002
10:00 a.m.
___________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints the Proxy Committee of the Board of
OceanFirst Financial Corp. (the "Company"), each with full power of substitution
to act as attorneys and proxies for the undersigned and to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote only at
the Annual Meeting of Shareholders, to be held at Doolan's, 700 State Highway 71
North, Spring Lake Heights, New Jersey on April 18, 2002, at 10:00 a.m. and at
any and all adjournments thereof.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted "FOR" each of the nominees
as directors specified under Proposal 1, and "FOR" Proposal 2. If any other
business is presented at the meeting, this proxy will be voted by those named in
this proxy in their best judgment. At the present time, the Board of Directors
knows of no other business to be presented at the Meeting.
(Continued and to be signed on other side)
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
OCEANFIRST FINANCIAL CORP.
April 18, 2002
. Please Detach and Mail in the Envelope Provided .
--------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES AS DIRECTORS SPECIFIED UNDER PROPOSAL 1 AND "FOR" PROPOSAL 2.
THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.
FOR all Nominees VOTE WITHHELD FOR AGAINST ABSTAIN
1. Election of Nominees: 2. The ratification of the
Directors [_] [_] Thomas F. Curtin appointment of KPMG LLP [_] [_] [_]
(except as John R. Garbarino as independent auditors
marked to the contrary below) Frederick E. Schlosser of the Company for the
fiscal year ending December
INSTRUCTION: To withhold your vote for any 31, 2002.
individual nominee, write that nominee's name
on the space provided.
The undersigned acknowledges receipt from
_____________________________________________ the Company prior to the execution of this proxy
of a Notice of Annual Meeting and of a Proxy
Statement dated March 15, 2002.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Yes No
I plan to attend the Meeting. [_] [_]
Signature(s)_____________________________________________________________________________________________ Dated __________________
NOTE: Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held jointly, each holder may sign but only one signature is required.