Date of Report (Date of Earliest Event Reported): April 28, 2026
PBF ENERGY INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-35764
45-3763855
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
_____________________________________________
One Sylvan Way, Second Floor
Parsippany, New Jersey07054
(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:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of The Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $.001
PBF
New York Stock Exchange
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 28, 2026. At the Annual Meeting, the stockholders elected each of the following individuals to serve on PBF Energy’s Board of Directors until the 2027 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
94,632,114
2,350,588
317,507
6,646,141
Spencer Abraham
86,791,659
10,268,565
239,985
6,646,141
Karen B. Davis
96,349,914
711,692
238,603
6,646,141
Paul J. Donahue, Jr.
95,590,010
1,465,992
244,207
6,646,141
S. Eugene Edwards
93,708,548
3,347,688
243,973
6,646,141
Georganne Hodges
96,720,842
336,649
242,718
6,646,141
Kimberly S. Lubel
95,949,763
1,107,004
243,442
6,646,141
Matthew C. Lucey
96,341,592
638,458
320,159
6,646,141
George E. Ogden
95,750,541
1,309,400
240,268
6,646,141
Damian W. Wilmot
94,717,940
2,338,247
244,022
6,646,141
Lawrence M. Ziemba
83,190,930
13,866,251
243,028
6,646,141
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 2026 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:
FOR
AGAINST
ABSTAIN
103,269,405
456,777
220,168
With respect to the advisory vote regarding the 2025 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
88,310,741
8,675,183
314,285
6,646,141
The amendment to 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
93,134,328
3,856,348
309,533
6,646,141
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:
April 30, 2026
PBF Energy Inc.
(Registrant)
By:
/s/ Trecia M. Canty
Name:
Trecia M. Canty
Title:
Senior Vice President, General Counsel and Secretary