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): August 11, 2014

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

(b) Departure of Directors or Certain Officers

On August 12, 2014, PBF Energy Inc. (the “Company”) announced that David I. Foley is resigning as a director of the Company effective August 11, 2014. Additionally, Mr. Foley is resigning as chairperson of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Foley is a senior managing director at the Private Equity Group at The Blackstone Group L.P. ("Blackstone") and the chief executive officer of Blackstone Energy Partners. Blackstone has substantially reduced its investment in the Company through a secondary offering that closed on June 17, 2014. Mr. Foley’s resignation is not due to any disagreements with us on any of our operations, policies or practices. Upon his resignation, the Board of Directors will consist of eight directors.

In connection with Mr. Foley's resignation, the Company announced that Spencer Abraham will replace Mr. Foley as the chairperson of the Compensation Committee. Additionally, Eija Malmivirta will join the Compensation Committee and Gene Edwards will join the Nominating and Corporate Governance Committee.

The press release announcing Mr. Foley's resignation 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.

Forward-Looking Statements

Statements contained in the exhibit to this report reflecting the Company’s or its management’s expectations or predictions relating to future plans, results, performance, 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 U.S. Securities and Exchange Commission. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated August 12, 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:	August 12, 2014
		PBF Energy Inc.
		(Registrant)
		By:	/s/ Erik Young
		Name:	Erik Young
		Title:	Senior Vice President, Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated August 12, 2014

EX-99.1

PBF Energy Announces Director Resignation and Board Changes

PARSIPPANY, NJ - August 12, 2014 - PBF Energy Inc. (NYSE: PBF) announced today that David Foley, a Senior Managing Director with Blackstone, has resigned from PBF Energy’s board of directors effective August 11, 2014, following a reduction in Blackstone’s holdings in PBF Energy, and its subsidiaries, through a secondary offering which closed on June 17, 2014.

Since 2008, David Foley has led Blackstone’s investment in PBF Energy. He served as chairperson of the compensation committee, and as a member of the nominating and corporate governance committee, and provided valuable insight and guidance as the company has grown.

Following Mr. Foley’s departure, Spencer Abraham, a director since 2012, will become chairperson of the compensation committee. Additionally, Eija Malmivirta will join the compensation committee and Gene Edwards will join the nominating and corporate governance committee. Both Ms. Malmivirta and Mr. Edwards joined the PBF Energy board in July 2014.

PBF Energy’s Executive Chairman, Thomas D. O’Malley, said, "We thank David for his leadership and service to PBF Energy and wish him success in his future endeavors. Blackstone has been a committed investor and partner for PBF, and with its support we have grown from a start-up organization into an established independent refiner and a separate logistics company. We also welcome Ms. Malmivirta and Mr. Edwards to our board committees and look to bright futures for both our companies."

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.

PBF Energy Inc. also indirectly owns the general partner and approximately 50.2% of the limited partnership interest of PBF Logistics LP (NYSE: PBFX).

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 risks 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, customers and vendors; risks relating to the securities markets generally; 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.

Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973.455.7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973.455.8994