8-K

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): May 24, 2016

PBF ENERGY INC.

PBF HOLDING COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35764	45-3763855
Delaware	333-186007	27-2198168
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(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))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2016, PBF Energy Inc. (the "Company") announced that Thomas D. O'Malley will retire as Executive Chairman of the Company effective as of June 30, 2016 (the "Effective Date").  Thomas J. Nimbley, currently the Chief Executive Officer and a director of the Company, was elected by the Company's Board of Directors as Chairman of the Board effective upon Mr. O'Malley's retirement.  Mr. O'Malley has also retired as a director and Chairman of the Board of the Company's subsidiary, PBF Logistics GP LLC, the general partner of PBF Logistics LP, effective as of the Effective Date.

On May 25, 2016, in connection with Mr. O'Malley's retirement, with the approval of the Company's Board of Directors, the provisions under the Third Amended and Restated Employment Agreement (the "Employment Agreement") between Mr. O'Malley and, the Company's subsidiary, PBF Investments LLC, requiring Mr. O'Malley to provide six (6) months prior written notice of his retirement were waived.  Except as described above, the terms of the Employment Agreement are unchanged, and upon execution and non-revocation of the form of release provided by the Employment Agreement, he will receive the payments and benefits afforded to him under the agreement.  The Board of Directors also approved the vesting as of the Effective Date of all of the unvested shares of restricted stock held by Mr. O'Malley.  On May 25, 2016, in connection with his retirement, the Compensation Committee of the Board of Directors approved the acceleration of the vesting of all of Mr. O'Malley's unvested stock options as of the Effective Date and further provided that he may exercise the vested portion of his options (including such portion vested by reason of acceleration in connection with his retirement) for a period ending on the date that is 24 months from the Effective Date.

In addition, PBF Investments LLC and Mr. O'Malley have entered into a consulting agreement, effective upon the Effective Date, in accordance with the terms contemplated by the Employment Agreement.  The foregoing description of the consulting agreement is qualified by reference to the consulting agreement attached as Exhibit 10.1 hereto and incorporated by reference herein as if set forth herein.

Item 7.01.  Regulation FD Disclosure.

On May 27, 2016, the Company issued a press release announcing Mr. O'Malley's retirement. The press release related to this announcement is attached hereto as Exhibit 99.1.

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1Consulting Agreement between PBF Investments LLC and Thomas D. O'Malley effective July 1, 2016

99.1Press release dated May 27, 2016

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.

Dated: May 27, 2016

PBF Energy Inc.
(Registrant)
By:	/s/ Trecia Canty
Name:	Trecia Canty
Title:	Senior Vice President, General Counsel

PBF Holding Company LLC
(Registrant)
By:	/s/ Trecia Canty
Name:	Trecia Canty
Title:	Senior Vice President, General Counsel

Exhibit Index

ExhibitNo.	Description
10.1	Consulting Agreement beteen PBF Investments LLC and Thomas D. O'Malley effective July 1, 2016
99.1	Press release dated May 27, 2016

EX-10.1

Exhibit 10.1

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement") is effective the 1^st day of July, 2016 between Thomas D. O'Malley ("Consultant") and PBF Investments LLC ("Company") in accordance with the following terms and conditions.

1.Services.  Consultant shall perform consulting services ("Services") related to executive consultation with respect to strategic, operational, business and financial matters and any Services incident to any of the above and any other Service reasonably required or requested by the Company from time to time during the term of this Agreement and reasonably agreed to by Consultant; provided, however, that in no event will the Company require, nor will Consultant perform, a level of services during the term of this Agreement that would result in the Company not being treated as experiencing a "separation from service" (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) on June 30, 2016.  Consultant will report to the Company's Chief Executive Officer.  The schedule of the performance of the Services shall be as reasonably agreed by Consultant and the Company.  The Company shall maintain its W. Palm Beach, FL office and the services of current office manager, Narda Rivera, for use by Consultant through May 2019.

2.Fees.  Consultant's compensation for the Services shall be $1,000,000 annually, payable without regard to actual time spent by Consultant on Company matters.  Such compensation is inclusive of all taxes, wages, costs of any type and profit that are incidental to Consultant's performance of the Services unless applicable law specifically provides for direct payment by the Company.  Consultant shall be reimbursed for direct out of pocket costs, without markup, that are incurred to third party vendors for goods and services necessary for Consultant to perform the Services.  Consultant shall be reimbursed for direct out of pocket costs, without markup, for airfare while traveling for the Company.  Reimbursement for air travel shall be at first class rates for US domestic and international travel.  Consultant shall be reimbursed for all other reasonable and customary travel expenses actually incurred in the performance of the Services for the Company.  In the event Consultant uses his private aircraft, the Company will pay an amount equivalent to the fees above.

3.Term.  This Agreement shall be in effect from July 1, 2016 to December 31, 2018.

4.Billing.  During the performance of the Services, Consultant shall be paid quarterly in arrears, and shall submit a statement for fees and expenses incurred hereunder for Services performed during the quarter to the Company at the following address: PBF Holding Company LLC, 1 Sylvan Way, 2^nd floor, Parsippany, NJ 07054-3887, Attention: CEO.  The statement shall refer to this Agreement, describe the services performed and the time incurred and shall include a copy of receipted vendors' invoices or other supporting detail for authorized reimbursable charges, if any.  The Company shall pay the amount due which is not in dispute within thirty (30) days of receipt of the statement and supporting documents.

5.Confidential Information.  During the performance of work under this Agreement, it may be necessary for the Company to make available to Consultant confidential information.  Consultant agrees to use all such information solely for the performance of work under this Agreement and to hold all such information in confidence and not to disclose same to any third party without the prior written consent of the Company.  Likewise, Consultant agrees that all information developed in connection with the work under this Agreement shall be used solely for the performance of work under this Agreement and shall be held in confidence and not disclosed to any third party without the prior written consent of the Company.  Consultant agrees to sign a separate Confidentiality Agreement(s) with the Company if reasonably requested related to the Services.

6.Limitation of Liability.  The Company shall waive any claim against Consultant, his heirs, successors and representatives, from and against any and all loss, damage, injury, liability and claims thereof (including for injury to or death of an employee of the Company) or for loss of or damage to the Company's property, resulting from Consultant's performance of this Agreement, whether or not Consultant was or is claimed to be concurrently or contributorily negligent, and regardless of whether liability without fault is imposed or sought to be imposed on the Company.  Consultant shall waive any claim against the Company, its parent, subsidiaries and affiliates and the agents and employees of any of them, from and against any and all loss, damage, injury, liability and claims thereof for injury to or death of Consultant (including an employee of Consultant) or for loss of or damage to Consultant's property, resulting from the Company's performance of this Agreement, whether or not the Company was or is claimed to be concurrently or contributorily negligent, and regardless of whether liability without fault is imposed or sought to be imposed on the Consultant.  To the extent permitted by applicable law, any statutory remedies inconsistent with these terms are waived by the Company and Consultant.  Neither the Company nor Consultant, nor their respective officers, directors, employees, consultants, or agents, shall be liable hereunder to the other in any action or claim for consequential, punitive, or special damages including, but not limited to loss of profit, loss of use, and loss of revenue.  To the extent permitted by applicable law, any statutory remedies inconsistent with these terms are waived by the Company and Consultant.

7.Independent Contractor.  In performance of this Agreement, Consultant is an independent contractor and nothing in this Agreement or any other communication on this subject shall in any way imply that Consultant is an employee, agent, or representative of the Company.  Consultant is not authorized to make decisions for the Company or bind the Company or any of its affiliates.  Although the Company will specify the general nature of the Services and the goals to be met, the details of performing the Services and meeting the goals shall be determined by Consultant in Consultant's sole discretion.  The Company shall have the right to inspect and observe the performance of Services at all reasonable times.  As a result of this Agreement, Consultant will not be eligible to participate in any employee benefit plans or programs which the Company maintains or to which the Company makes contributions.  As a result of this Agreement, Consultant will not be entitled to any benefits from any employee benefit plans which the Company maintains.  No Social Security nor unemployment insurance taxes are payable by the Company on behalf of Consultant under this Agreement.  Consultant agrees to pay on a timely basis all taxes due in respect to payments under this Agreement.  This section shall survive the expiration, termination, or cancellation of this Agreement.

8.Non-Compete.  Consultant agrees that the Non-Compete Period provided for in Consultant's prior Third Amended and Restated Employment Agreement dated September 8, 2015 with PBF Investments LLC shall be extended to continue through the term of this Agreement and for a period of 30 days from the termination of this Agreement.

9.Miscellaneous.

(a) This Agreement shall be governed by the laws of the state of New York, without regard to conflicts of law principles thereof.

(b) This Agreement constitutes the entire agreement of the parties concerning the Services and may only be amended by a writing signed by both parties.

(c) If any provision hereof is found to be illegal, invalid, or unenforceable for any reason, such finding shall not affect the other provisions hereof.

(d) The waiver by one party of any breach or default hereunder by the other party shall not operate or be construed as a waiver by that party of any other or subsequent breach or default.

(e)This Agreement may be assigned by Consultant to an entity solely owned by him upon notice to the Company and without the prior written consent of the Company.  Upon such assignment, all payments hereunder shall be made to such entity.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf by their respective duly authorized representatives as set forth below.

Consultant		Company
By:	/s/ Thomas D. O'Malley	By:	/s/ Thomas Nimbley
	Thomas D. O'Malley		Name:	Thomas J. Nimbley
			Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

PBF Energy and PBF Logistics Announce Retirement of Thomas D. O'Malley

PARSIPPANY, NJ – May 27, 2016 – PBF Energy Inc. (NYSE:PBF) and PBF Logistics LP (NYSE:PBFX) announced today that Thomas D. O'Malley, will retire from his positions at the Companies at the end of June 2016.  Thomas Nimbley, Chief Executive Officer of PBF and PBFX, will also assume the title of Chairman of the Board upon Mr. O'Malley's retirement.  Mr. O'Malley will continue to act as a consultant to PBF through December 2018.

Mr. O'Malley, who will celebrate his 75^th birthday in July, commented, "With the pending closing of the purchase of the Torrance Refinery, PBF has grown into an important member of the U.S. refining industry.  The leadership team at PBF is, in my view, fully capable to continue the tradition of safe and profitable growth."

Mr. Nimbley remarked, "Tom O'Malley has been an iconic figure in our industry for over forty years and he will be missed.  That being said, I believe that, under Tom's leadership, we have built talented, knowledgeable, and focused Executive Teams at PBF and PBFX who will carry on his legacy of creating shareholder value by operating our facilities in a safe, reliable and environmentally responsible manner, by maintaining a strong financial position and balance sheet and growing the companies organically and through accretive acquisitions.

On a personal note, I have worked with and been mentored by Tom for over fifteen years and am enormously grateful for that opportunity.  On behalf of all of us at PBF and PBFX, we wish Tom and his wife, Mary Alice, all the best in their future endeavors."

Forward-Looking Statements

Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company's control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the company's filings with the SEC, as well as the risk disclosed in PBF Logistics LP's SEC filings and any impact PBF Logistics LP may have on the company's credit rating, cost of funds, employees, customer and vendors; risk relating to the securities markets generally; satisfaction of the conditions to the closing of the Torrance acquisition and the possibility that the Torrance acquisition will not close; timing of the completion of the Torrance acquisition; the company's plans for financing the Torrance acquisition; and the impact of adverse market conditions affecting the company, unanticipated developments, regulatory approvals, changes in laws and other events that negatively impact the company. All forward-looking statements speak only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

About PBF Energy Inc.

PBF Energy Inc. (NYSE:PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in Delaware, New Jersey, Ohio and Louisiana. Our mission is to operate our facilities in a safe, reliable and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

PBF Energy Inc. also currently indirectly owns the general partner and approximately 49.5% of the limited partnership interest of PBF Logistics LP (NYSE: PBFX).

About PBF Logistics LP

PBF Logistics LP (NYSE: PBFX), headquartered in Parsippany, New Jersey, is a fee-based, growth-oriented master limited partnership formed by PBF Energy Inc. to own or lease, operate, develop and acquire crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets.

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Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973.455.7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973.455.8994