Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
PBF Energy Inc. (the "Company") announced today that Thomas Nimbley will be
transitioning from his position as Chief Executive Officer of the Company
effective July 1, 2023 (the "Effective Date"). Mr. Nimbley has served in this
capacity since the Company's initial public offering in December 2012. Mr.
Nimbley will continue to serve the Company as Executive Chairman of the Board.
Upon assuming the role of Executive Chairman of the Board, Mr. Nimbley's base
salary will be reduced to $1,200,000 from $1,500,000. The target opportunity for
Mr. Nimbley in the Company's cash incentive program ("CIP") will remain at 150%
of his base salary. Mr. Nimbley's employment agreement has been amended to
reflect his role and salary change, as well as certain other changes, effective
as of the Effective Date. His actual CIP payout, if any, will be based on
performance relative to the performance goals established under the CIP. Mr.
Nimbley will continue to be eligible to participate in the Company's long-term
incentive program as determined by the Compensation Committee of the Board. The
foregoing is qualified in its entirety by reference to the amended employment
agreement, which is attached as Exhibit 10.1 hereto.
The Board of Directors of the Company has appointed Matthew Lucey to become
President and Chief Executive Officer and a member of the Board of Directors, in
each case, effective as of the Effective Date. Mr. Lucey, age 49, currently
serves as the President of the Company, a position he has held since 2015. He
previously served as the Company's first Chief Financial Officer until 2014 and
thereafter as Executive Vice President. Prior to his tenure at PBF Energy, Mr.
Lucey worked in private equity specializing in several sectors of the broader
energy industry from 2001 to 2008. Before that, Mr. Lucey spent six years in the
banking industry. In his role as President and Chief Executive Officer, Mr.
Lucey's annual base salary will be increased to $1,250,000. Mr. Lucey's
employment agreement has been amended to reflect his role and salary change, as
well as certain other changes, effective as of the Effective Date. The target
opportunity for Mr. Lucey in the Company's CIP will remain at 150% of his base
salary. His actual CIP payout, if any, will be based on performance relative to
the performance goals established under the CIP. Mr. Lucey will continue to be
eligible to participate in the Company's long-term incentive program as
determined by the Compensation Committee of the Board. The foregoing is
qualified in its entirety by reference to the amended employment agreement,
which is attached as Exhibit 10.2 hereto.
There are no other arrangements or understandings between Mr. Lucey and any
other persons pursuant to which Mr. Lucey was appointed the Company's President
and Chief Executive Officer. There are also no family relationships between Mr.
Lucey and any director or executive officer of the Company. Mr. Lucey has no
direct or indirect interest in any transaction or proposed transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
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
May 3, 2023. At the Annual Meeting, the stockholders elected each of the
following individuals to serve on PBF Energy's Board of Directors until the 2024
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 Nimbley 85,391,604 2,717,624 64,031 11,177,203
Spencer Abraham 81,706,376 6,402,215 64,668 11,177,203
Wayne Budd 81,976,515 6,131,689 65,055 11,177,203
Paul J. Donahue, Jr. 86,251,699 1,857,214 64,346 11,177,203
S. Eugene Edwards 84,713,255 3,394,612 65,392 11,177,203
Georganne Hodges 87,689,250 420,265 63,744 11,177,203
Kimberly Lubel 71,072,251 17,037,074 63,934 11,177,203
George Ogden 86,166,994 1,942,168 64,097 11,177,203
Damian W. Wilmot 86,636,186 1,436,028 101,045 11,177,203
Lawrence Ziemba 87,624,389 449,004 99,866 11,177,203
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In addition, the following proposals were voted at PBF Energy's Annual Meeting:
The ratification of the appointment of Deloitte & Touche LLP to serve as PBF
Energy's independent registered public accounting firm for 2023 was approved by
the stockholders, with the votes, rounded to the nearest whole share, cast as
follows:
FOR AGAINST ABSTAIN
98,320,533 790,793 239,136
With respect to the advisory vote regarding the 2022 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
83,267,801 4,803,341 102,117 11,177,203
Item 7.01 Regulation FD Disclosure.
On May 4, 2023, the Company issued a press release announcing Mr. Nimbley's
transition to Executive Chairman of the Board and the appointment of Mr. Lucey
as President and Chief Executive Officer and a member of the Board of Directors,
a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 - Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
10.1 Second Amended and Restated Employment Agreement dated as of May 3,
2023 between Thomas J. Nimbley and PBF Investments LLC.
10.2 Third Amended and Restated Employment Agreement dated as of May 3, 2023
between Matthew C. Lucey and PBF Investments LLC.
99.1 Press Release Dated May 4, 2023 Announcing CEO Transition.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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PBF ENERGY INC. 
