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 7, 2016

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) Director Retirement.

On February 7, 2016, Jefferson F. Allen, the Lead Director and Chairman of the Audit Committee of the Board of Directors of PBF Energy Inc. (the “Company”) informed the Company that he will not seek re-election as a director at the Company’s 2016 Annual Meeting of Stockholders. Mr. Allen will continue to serve as a director (including in his capacity as Lead Director, Chairman of the Audit Committee and member of the Compensation Committee) through the remainder of his current term which ends at the Annual Meeting in May 2016. Mr. Allen’s decision not to seek re-election was not the result of any disagreement with the Company or the Board of Directors.

(d) Election of Directors.

Effective February 8, 2016, the Company elected William Hantke and Robert J. Lavinia as independent members of its Board of Directors. The Company’s Board of Directors now consists of eleven members, including nine independent directors.

Messrs. Hantke and Lavinia will participate in the Company’s compensation program for its non-employee, outside directors, including an annual cash retainer of $120,000 and a $150,000 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 each of them.

The Board determined that each of Messrs. Hantke and Lavinia 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 the Company and Mr. Hantke or Mr. Lavinia that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01.  Regulation FD Disclosure.

On February 11, 2016, the Company issued a press release announcing Messrs. Hantke’s and Lavinia’s election to the Board of Directors of the Company. 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.

99.1 Press release dated February 11, 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: February 11, 2016

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

Exhibit Index

Exhibit No.	Description
99.1	Press release dated February 11, 2016

EX-99.1

PBF Energy Announces Retirement of Director Jefferson F. Allen; Elects Two New Board Members

PARSIPPANY, NJ– February 11, 2016 – PBF Energy Inc. (NYSE:PBF) announced today that Jefferson Allen will not seek re-election as a director at the end of his current term which ends at the 2016 Annual Meeting of Stockholders. Mr. Allen’s decision not to seek re-election was not the result of any disagreement with the Company or the Board of Directors.

Thomas D. O’Malley, Executive Chairman of PBF Energy commented, “Jay and I have been friends and business partners for more than 30 years across multiple successful ventures including both Premcor and Tosco. His business acumen, professionalism and foresight have been invaluable to PBF as he has been a key factor in the development of the company. His leadership of the PBF Board has been exemplary and we are grateful for his many contributions.”

CEO Tom Nimbley said, “As a founding member of PBF Energy’s Board of Directors, Lead Director and the Chairman of the Audit Committee, Jay has played a critical role in building PBF Energy from the ground up. I have had the privilege of working with Jay since our time at Tosco in the early nineties and he has been, through his mentoring and leadership, a trusted partner to me and the executive management team at PBF.”

On February 8, 2016, the Board of Directors elected Robert J. Lavinia and William Hantke as independent members of its Board of Directors. The company’s Board of Directors now consists of eleven members, including nine independent directors.

Mr. O’Malley continued, “We are very pleased to have Bill and Bob join PBF’s Board of Directors. Bill brings a wealth of energy sector and financial expertise to PBF and Bob brings with him extensive experience in the independent refining sector. I expect that they will both make meaningful contributions and be valued additions to the PBF Energy Board.”

Mr. Hantke brings to PBF significant experience as a financial expert and board member of public entities, including those in the refining sector. From 2002 to 2005, Mr. Hantke served as the Executive Vice President and Chief Financial Officer of Premcor, Inc. Prior to his tenure at Premcor, Mr. Hantke served as the Corporate Vice President of Development of Tosco Corporation from 1999 to 2001. From 1993 to 1999, Mr. Hantke served as the Corporate Controller of Tosco, and from 1990 to 1993, he served as the Chief Financial Officer of Seminole Fertilizer Corporation, a wholly-owned subsidiary of Tosco. Mr. Hantke has served as a director of NRG Energy since 2006 and is currently the chair of its audit committee and a member of its compensation committee. He has previously served as a director of Texas Genco, LLC, Process Energy Solutions (where he was non-executive chairman) and a director and vice-chairman of NTR Acquisition Co., a petroleum refining acquisition vehicle.

Mr. Lavinia brings to PBF industry-specific experience as an executive and board member of a public refining company. He began his career at the Gulf Oil Corporation and Phibro Energy Corporation. In 1985, he took over as President and Chief Executive Officer of Hill Petroleum Company, Phibro’s refining division. In 1992, he joined Tosco Corporation, where he served as a Senior Vice President and the President of Tosco Marketing with over 6,000 gas and convenience stores in 32 states with more than 20,000 employees. From 2002 to 2006, he served on the board of Transcor SA, a Belgium-based company with trading operations around the world, and from 2005-2006, he served as Chairman of Pasadena Refining, a Transcor subsidiary. In 2007, he joined Petroplus Holdings AG, the largest European independent refining and wholesale marketing company and he became the CEO in March 2008. In September 2009, he retired from Petroplus and remained a board member until 2012. Mr. Lavinia was formerly a director at Big West Oil.

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; 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 53.7% of the limited partnership interest of PBF Logistics LP (NYSE: PBFX).

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Contacts:                        

Colin Murray (investors)                                 

Tel: 973.455.7578                                 

Michael C. Karlovich (media)

Tel: 973.455.8994