0001534504FALSE00015345042022-12-162022-12-16

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): December 16, 2022
PBF ENERGY INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3576445-3763855
 (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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $.001PBFNew 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2022, Karen B. Davis, an independent director and Chairperson of the Audit Committee of the Board of Directors (the “Board”) of PBF Energy Inc. (the “Company”) informed the Company that she is resigning from the Board effective as of the close of business on December 31, 2022. Ms. Davis’ decision to resign was not the result of any disagreement with the Company or the Board of Directors and she will commence her role as the Company’s interim Chief Financial Officer effective January 1, 2023.

On December 19, 2022, the Board appointed Lawrence Ziemba as an independent director effective as of January 1, 2023. In connection with Mr. Ziemba’s appointment, the Board has appointed Mr. Ziemba to the Health, Safety and Environment Committee.

Mr. Ziemba was nominated by the Company’s Nominating and Corporate Governance Committee (the “Committee”) after a thorough review of all of the candidates’ backgrounds, relevant experience and professional and personal reputations and there were no arrangements or understandings between him or any other persons relating to his appointment. The Board determined that Mr. Ziemba meets the independence and other requirements under the rules of The New York Stock Exchange, the Securities and Exchange Commission and the Company’s Corporate Governance Guidelines, and that there are no transactions between the Company and Mr. Ziemba that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Ziemba will participate in the Company’s compensation program for its non-employee, outside directors, including a pro-rated annual cash retainer and a pro-rated 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. Ziemba.

Item 7.01. Regulation FD Disclosure.

On December 21, 2022, the Company issued a press release announcing Mr. Ziemba’s appointment 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
Exhibit No.Description
Press release dated December 21, 2022
104Cover 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:December 21, 2022PBF Energy Inc.
(Registrant)
By:/s/ Trecia Canty
Name:Trecia Canty
Title:Senior Vice President, General Counsel and Secretary




PBF Energy (NYSE:PBF)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more PBF Energy Charts.
PBF Energy (NYSE:PBF)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more PBF Energy Charts.