PBF Energy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PBF
Integrated oil Companies
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 29, 2025
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
_____________________________________________
(Address of the Principal Executive Offices) (Zip Code)
(973 ) 455-7500
(Registrant’s Telephone Number, including area code)
N/A
(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:
Securities registered pursuant to Section 12(b) of The Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of PBF Energy Inc. (“PBF Energy”) was held on April 29, 2025. At the Annual Meeting, the stockholders elected each of the following individuals to serve on PBF Energy’s Board of Directors until the 2026 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows:
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||
| Thomas J. Nimbley | 96,920,414 | 1,867,743 | 800,931 | 6,511,283 | ||||||||||
| Spencer Abraham | 88,553,092 | 10,217,703 | 818,293 | 6,511,283 | ||||||||||
| Paul J. Donahue, Jr. | 97,037,192 | 1,732,012 | 819,884 | 6,511,283 | ||||||||||
| S. Eugene Edwards | 86,322,809 | 12,445,217 | 821,062 | 6,511,283 | ||||||||||
| Georganne Hodges | 97,512,783 | 1,255,856 | 820,449 | 6,511,283 | ||||||||||
| Kimberly S. Lubel | 94,783,509 | 3,986,225 | 819,354 | 6,511,283 | ||||||||||
| Matthew C. Lucey | 97,422,333 | 1,365,853 | 800,902 | 6,511,283 | ||||||||||
| George E. Ogden | 97,533,675 | 1,235,082 | 820,331 | 6,511,283 | ||||||||||
| Damian W. Wilmot | 95,934,322 | 2,831,201 | 823,565 | 6,511,283 | ||||||||||
| Lawrence M. Ziemba | 76,038,287 | 22,729,634 | 821,167 | 6,511,283 | ||||||||||
In addition, the following proposals were voted at PBF Energy’s Annual Meeting:
The ratification of the appointment of KPMG LLP to serve as PBF Energy’s independent registered public accounting firm for 2025 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:
| FOR | AGAINST | ABSTAIN | ||||||
| 104,811,994 | 476,075 | 812,302 | ||||||
With respect to the advisory vote regarding the 2024 compensation of PBF Energy’s Named Executive Officers, which vote is referred to as the “Say-on-Pay Vote”, the stockholders have approved the compensation of PBF Energy’s Named Executive Officers, with the votes, rounded to the nearest whole share, cast as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 89,414,573 | 9,346,411 | 828,104 | 6,511,283 | ||||||||
With respect to the advisory vote regarding the frequency of the stockholders’ advisory Say-on-Pay Vote, which vote is referred to as the “Say-When-on-Pay Vote”, the stockholders have approved the frequency of “every year” for the stockholders’ advisory Say-on-Pay Vote, with the votes, rounded to the nearest whole share, cast as follows, and based on the results of the Say-When on Pay vote, the Board has determined to hold the advisory Say-on-Pay vote on an annual basis:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTE | ||||||||||
| 92,159,986 | 31,995 | 6,576,098 | 821,009 | 6,511,283 | ||||||||||
The PBF Energy Inc. 2025 Equity Incentive Plan was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||
| 94,370,281 | 4,369,312 | 849,495 | 6,511,283 | ||||||||
Item 9.01 - Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||||
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.
| Date: | May 2, 2025 | PBF Energy Inc. | ||||||||||||
| (Registrant) | ||||||||||||||
| By: | /s/ Trecia M. Canty | |||||||||||||
| Name: | Trecia M. Canty | |||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||||||||