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

(d) Election of Director.

On December 3, 2019, the Board of Directors (the "Board") of PBF Energy Inc. (the "Company") elected Karen B. Davis as an independent director effective as of January 1, 2020.

Ms. Davis will serve as a member of the Board's Audit Committee. The Board determined that Ms. Davis 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 Ms. Davis that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Davis 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 Ms. Davis.

Item 7.01. Regulation FD Disclosure.

On December 5, 2019, the Company issued a press release announcing Ms. Davis' 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
Exhibit No. Description

  99.1      Press release dated December 5, 2019.

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