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): April 30, 2024

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))

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 30, 2024. At the Annual Meeting, the stockholders elected each of the following individuals to serve on PBF Energy’s Board of Directors until the 2025 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	92,189,926	1,356,177	203,907	7,635,071
Spencer Abraham	76,192,392	17,345,445	212,173	7,635,071
Paul J. Donahue, Jr.	93,119,624	418,984	211,402	7,635,071
S. Eugene Edwards	76,738,390	16,799,080	212,540	7,635,071
Georganne Hodges	93,325,726	220,767	203,517	7,635,071
Kimberly S. Lubel	92,486,175	1,059,269	204,566	7,635,071
Matthew C. Lucey	93,444,534	100,735	204,741	7,635,071
George E. Ogden	93,308,462	229,037	212,511	7,635,071
Damian W. Wilmot	89,895,338	3,642,348	212,324	7,635,071
Lawrence M. Ziemba	89,243,939	4,299,216	206,855	7,635,071

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 2024 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:

FOR	AGAINST	ABSTAIN
101,021,962	153,345	209,774

With respect to the advisory vote regarding the 2023 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
91,134,824	2,513,608	101,578	7,635,071

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:	May 1, 2024	PBF Energy Inc.
		(Registrant)
		By:	/s/ Trecia M. Canty
		Name:	Trecia M. Canty
		Title:	Senior Vice President, General Counsel and Secretary

XML

Cover	Apr. 30, 2024
Document Information [Line Items]
Entity Incorporation, State or Country Code	DE
Amendment Flag	false
Document Type	8-K
Entity Registrant Name	PBF ENERGY INC.
Document Period End Date	Apr. 30, 2024
Entity Central Index Key	0001534504
Entity File Number	001-35764
Entity Tax Identification Number	45-3763855
Entity Address, Address Line One	One Sylvan Way, Second Floor
Entity Address, City or Town	Parsippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	455-7500
Title of 12(b) Security	Common Stock, par value $.001
Trading Symbol	PBF
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
PBF LLC [Member]
Document Information [Line Items]
Entity Central Index Key	0001645026
PBF Holding [Member]
Document Information [Line Items]
Entity Central Index Key	0001566011