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): February 11, 2013

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 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 1.01 - Entry into a Material Definitive Agreement.

On February 11, 2014 (the "Effective Date"), PBF Energy Inc. (the “Company”) and the stockholders who are parties to the Stockholders' Agreement dated December 12, 2012 (the “Original Stockholders' Agreement”), entered into a First Amendment to the Original Stockholders' Agreement (the “First Amendment”). As of the Effective Date, the First Amendment revises Sections 2.1(a) and 2.1(d) of the Original Stockholders' Agreement by increasing the maximum size of the Board of Directors (the "Board") of the Company from nine to up to ten members.

The foregoing summary of the terms of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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

(d) Election of Directors.

On February 11, 2014, the size of the Board was increased from nine to ten members and Mr. Wayne A. Budd was appointed as a director.  

Mr. Budd will participate in the Company’s compensation program for its non-employee, outside directors, as described on page 49 of the Company’s Definitive Proxy Statement on Schedule 14A for the 2013 annual meeting of stockholders, filed March 29, 2013, including an annual cash retainer of $100,000 and a $100,000 grant of restricted shares of the Company’s Class A common stock.  In addition, the Company will enter into its standard form of indemnification agreement with Mr. Budd.

The Board determined that Mr. Budd meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards, and that there are no transactions between Mr. Budd and the Company that would require disclosure under Item 404(a) of Regulation S-K.

The press release announcing Mr. Budd’s election is furnished as Exhibit 99.1 to this Current Report on Form 8-K.   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 or the Exchange Act.

(e)Compensatory Arrangements of Certain Officers

On February 11, 2014, the Board approved, based on the recommendation of the Compensation Committee, an equity award granted under the Company’s 2012 Equity Incentive Plan of options to purchase 50,000 shares of Class A common stock to Matthew C. Lucey, Senior Vice President, Chief Financial Officer. The options have an exercise price of $24.75 per share (the closing price on February 11, 2014) and will vest in four equal annual installments commencing on the first anniversary of the date of grant, subject to acceleration under certain circumstances set forth in the applicable award agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.         Description

10.1	First Amendment to the Stockholders' Agreement
99.1	Press release dated February 11, 2014

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: February 11, 2014

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

EXHIBIT INDEX

Exhibit No.         Description

10.1	First Amendment to the Stockholders' Agreement
99.1	Press release dated February 11, 2014

EX-10.1

FIRST AMENDMENT TOSTOCKHOLDERS’ AGREEMENT
OF
PBF ENERGY INC.

This FIRST AMENDMENT (this “Amendment”), dated as of February 11, 2014, amends the Stockholders’ Agreement, dated as of December 12, 2012 (as the same may be amended, modified or supplemented from time to time, the “Original Stockholders Agreement”), and is entered into by and among PBF Energy Inc. (the “Company”), a Delaware corporation, and each of the other parties identified on the signature pages hereto (together with their Restricted Transferees, the “Investor Parties”). All capitalized terms and other terms not otherwise defined herein shall have the respective meanings ascribed to them in the Original Stockholders Agreement.

RECITALS:

WHEREAS, the parties wish to make certain changes to the Original Stockholders Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

SECTION 1.Amendments.

(a)Section 2.1(a) of the Original Stockholders’ Agreement shall be amended and restated in its entirety to read as follows:

“(a)    Effective as of February 11, 2014 (the “Effective Date”), the Board shall be comprised of up to ten (10) Directors, of whom (i) two (2) shall be designees of the Blackstone Group (who shall initially be Martin J. Brand and David I. Foley), and (ii) two (2) shall be designees of the First Reserve Group (who shall initially be Timothy H. Day and Neil A. Wizel). After the Effective Date, the Board shall include the applicable designees referred to in clauses (i) and (ii) above, subject to stockholder election, and such other individuals as shall be nominated and elected to the Board from time to time by the Board or the Company stockholders consistent herewith and with applicable law.”

(b)Section 2.1(d) of the Original Stockholders’ Agreement shall be amended by replacing the words “nine members” with the words “ten members”.

NY 74918772v2

SECTION 2.General Provisions.

(a)Confirmation of Original Stockholders Agreement. Except as may be expressly modified or amended by this Amendment, all of the terms, covenants and conditions of the Original Stockholders Agreement are hereby ratified and confirmed, and, except insofar as reference to the contrary is made in any such instrument, all references to the “Agreement” in any future correspondence or notice shall be deemed to refer to the Original Stockholders Agreement as modified by this Amendment and as may, from time to time, be hereafter further modified.

(b)Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.

(c)Entire Agreement. This First Amendment, together with the Original Stockholders Agreement, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Amendment, together with the Original Agreement, supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

(d)Counterparts. This Amendment may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

[Remainder of Page Intentionally Left Blank]

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NY 74918772v2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Stockholders’ Agreement to be duly executed as of the date first above written.

PBF ENERGY INC.
By:
	Name:
	Title:

INVESTOR PARTIES

BLACKSTONE GROUP

FIRST RESERVE GROUP

Signature Page to First Amendment to Stockholders’ Agreement

EX-99.1

PBF Energy Announces Election of Wayne A. Budd to its Board of Directors

PARSIPPANY, NJ- February 11, 2014 - PBF Energy Inc. (NYSE: PBF) announced today the election of Wayne A. Budd as an independent member of its Board of Directors. The company’s Board of Directors now consists of ten members, including nine independent directors.

Mr. Budd has over 40 years of legal experience in the public and private sectors, and since 2004 is a Senior Counsel of Goodwin Procter LLP. Prior to that, he served as a Senior Executive Vice President and General Counsel and a Director of John Hancock Financial Services Inc. from 2000 to 2004. Mr. Budd served as Group President, New England, of Bell Atlantic Corporation (now Verizon Communications Inc.) from 1996 to 2000. He served as a Senior Partner of Goodwin Procter LLP from 1993 to 1996. Mr. Budd also served on the U.S. Sentencing Commission from 1994 to 1997, which he was appointed to by President Bill Clinton. From 1992 to 1993, Mr. Budd served as an Associate Attorney General of the United States, overseeing the Civil Rights, Environmental, Tax, Civil and Anti-Trust Divisions at the Department of Justice, as well as the Bureau of Prisons. From 1989 to 1992, he was the United States Attorney for the District of Massachusetts.

Mr. Budd previously served as a director of Tosco Corp. and Premcor Inc. and currently serves as a director at McKesson Corporation. He is the past Chairman of the National Board of the American Automobile Association and currently serves as a director of the American Automobile Association of Southern New England.

Mr. Budd earned a bachelor's degree from Boston College and a Juris Doctorate from Wayne State University Law School.

Thomas D. O’Malley, PBF’s Executive Chairman, said, “We are very pleased to have Mr. Budd join PBF’s Board. Wayne Budd brings to PBF a wealth of experience as evidenced by his private sector practice and high-profile public service career. He was a valuable member of the Premcor and Tosco Boards of Directors and will be an outstanding addition to PBF’s Board of Directors.”

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 City, Delaware, Paulsboro, New Jersey and Toledo, Ohio. Our mission is to operate our facilities in a safe, reliable and environmentally sensitive 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.

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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