Thank you for standing by. Welcome to the OceanFirst Financial Corp special meeting of stockholders. I will now turn the conference over to Mr. Maher. You may begin.
Thank you, and good afternoon. I'm Christopher Maher, Chairman, President, and Chief Executive Officer of OceanFirst Financial Corp On behalf of OceanFirst, I want to welcome you to our special meeting of stockholders and express our appreciation for your participation at this meeting, which I will chair.
Before we call this meeting to order, I'd like to introduce certain officers in attendance today. Pat Barrett, our Chief Financial Officer; Steve Tsimbinos, our General Counsel; Alfred Goon, SVP of Corporate Development and Investor Relations; and Matt McHugh, Vice President and Assistant Corporate Secretary. Peter Hagberg, representing CT Hagberg LLC, will serve as the Inspector of Election. Steven Tsimbinos, our Corporate Secretary and General Counsel, will serve as the Secretary of this meeting, and I will preside and serve as the chairman of this meeting.
A copy of the agenda and rules of conduct for today's meeting is available on the virtual meeting platform. A proxy statement mailed to OceanFirst Financial Corp stockholders on February 26, 2026 confirmed the company's plans to hold a virtual-only meeting. Broadridge Financial Solutions is the host of this meeting and will also tabulate the shareholder vote. The general order of business for this meeting will begin with a call to order. Secretary will then discuss the proper notice of this meeting. Following the determination of a quorum for this meeting, I will introduce each item of business to come before the meeting as set forth in the agenda that you received as you entered this meeting, as well as in the notice of meeting and proxy statement for this meeting.
I will then ask if any stockholder present virtually wishes to vote or revoke a prior proxy. The Inspector of Election will then report on the votes and confirm whether there has been an approval of each proposal. If there is no other business to properly come before this meeting, we will conclude the business portion of our special meeting. This meeting is now formally called to order. I will now turn the floor over to Mr. Tsimbinos, Secretary of the meeting, to describe the proper notice that has been provided for this meeting.
Thank you, Mr. Maher. I have an affidavit that I have duly sworn to and signed, stating that the notice of this meeting has been mailed to each stockholder as required under the bylaws. In addition, Mr. Chairman, resolutions were adopted by unanimous written consent of the Board of Directors of OceanFirst Financial Corp on February 12, 2026, providing for this meeting to be held today, April 2, 2026, and directing that notice be given as provided in the bylaws. The board also set the record date as February 20, 2026 for determining persons entitled to notice and to vote at this special meeting of stockholders.
Finally, the complete alphabetical list of the stockholders of record as of February 20, 2026, who are entitled to vote, showing their respective addresses and the number of shares held by each, is available on the virtual meeting platform in accordance with the bylaws. These documents will be filed with the minutes of this meeting. I will now turn the floor back to Mr. Maher.
Thank you, Mr. Tsimbinos. This brings us to the determination of a quorum. Our bylaws provide that the presence in person, by proxy, or by attorney of a majority of the outstanding shares of OceanFirst common stock entitled to vote at this meeting constitutes a quorum. May I have the Inspector's report on whether a quorum of the stockholders is present.
Thank you, Mr. Chairman. Before I provide my report of the presence of a quorum at this meeting, I confirm that I have executed my oath as inspector and direct that the oath be filed with the minutes of this meeting. As of the record date for this meeting, there were 57,402,016 shares of OceanFirst common stock outstanding. We have reviewed the proxies which have been received, as well as the attendance log. There are present at this meeting in person or by proxy 44,723,849 shares, or 78% of the outstanding shares of common stock of OceanFirst that are entitled to vote. This constitutes a quorum.
Thank you. Since a quorum is present, this meeting will proceed. The polls for voting on all matters are hereby opened at this time at 4:05 P.M. on April 2, 2026. If you've already voted, you do not need to vote again during the meeting. If you have not voted or if you would like to change your vote, you may do so by clicking the Vote Here button located in the bottom right of your screen. The proposal to adjourn this meeting to solicit additional proxies is not necessary because a quorum is present, and therefore, the only items of business on our agenda this evening are the proposals to approve the following two resolutions. As to the first matter, do I hear a motion for the approval of the issuance of shares pursuant to the merger agreement and the investment agreement?
I am Matthew McHugh, a stockholder of OceanFirst Financial Corp, and I move that the following resolution be adopted. Resolved that the issuance of the OceanFirst Financial Corp common stock pursuant to the agreement and plan of merger dated December 29, 2025, by and among OceanFirst Financial Corp, Flushing Financial Corporation, and Apollo Merger Sub Corp, and the 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 pursuant to the investment agreement dated December 29, 2025 by and between OceanFirst Financial Corp and Warburg Pincus LLC, including the issuance of 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 and issuable upon adjustments pursuant to the terms thereof having been presented and considered at this meeting, and hereby is approved in all respects.
Is there a second to the motion?
I second the motion.
The Chairman declares the motion has been duly made and seconded. Is there any discussion on the proposal? Seeing no questions, I will now call for a vote on this proposal. As for the second and final proposal, do I hear a motion for the approval of the amendment to the Certificate of Incorporation?
Mr. Chairman, I am Steven Tsimbinos, a stockholder of OceanFirst Financial Corp, and I move that the following resolution be adopted. Resolved that the proposal to amend section C of Article Fourth of the Certificate of Incorporation of OceanFirst Financial Corp, as amended in a manner to 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 OceanFirst Financial Corp Certificate of Incorporation, having been presented and considered at this meeting, be, and hereby is approved in all respects.
Is there a second to the motion?
I second the motion.
The chairman declares that the motion has been duly made and seconded. Is there any discussion on the proposal? Seeing no questions, I will now call for a vote on this proposal. I am an appointed proxy with power to vote outstanding shares according to the signed designations on the proxy card, and I direct the secretary at this time to cast the proxy votes as signed and designated. I will now close the polls at 4:09 P.M. on April 2, 2026. We'll just pause to collect the ballots. I now ask the Inspector of Election for a report on the vote.
Mr. Chairman, we have completed our tabulation and the results are as follows. On the proposal to approve the issuance of shares, the votes cast in favor of the proposal are 94%, which is a majority of the total votes cast. Thus, the proposal has been approved. On the proposal to approve the amendment of section C of Article Fourth of the OceanFirst charter, the votes cast in favor of the proposal are 41%, which is less than 80% of the voting power of the outstanding shares. Thus, the proposal has not been approved.
Thank you. I declare the resolutions with respect to the issuance of shares have been approved and that the resolutions with respect to the amendment of the OceanFirst Certificate of Incorporation has not been approved. I ask that the results be incorporated into the minutes of this meeting. That completes our official business agenda for today. Let me now close this meeting by entertaining a motion to adjourn.
I so move.
I second the motion.
It has been moved and seconded that this meeting be adjourned. Will those in favor please say aye?
Aye.
Aye.
Any opposed? All right, the motion carries. Thank you. The formal business of this meeting being concluded, I declare the meeting adjourned. Thank you very much. Appreciate everybody's time.
This concludes today's special meeting of stockholders. You may now-