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 20, 2021, the Board of Directors (the "Board") of PBF Energy Inc.
(the "Company") appointed Paul Donahue as an independent director effective as
of January 1, 2022. In connection with Mr. Donahue's appointment, the Board has
appointed Mr. Donahue to the Audit Committee.
Mr. Donahue 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. Donahue 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. Donahue that would require disclosure under Item 404(a) of Regulation
S-K.
Mr. Donahue 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. Donahue.
Item 7.01. Regulation FD Disclosure.
On December 23, 2021, the Company issued a press release announcing Mr.
Donahue'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
99.1 Press release dated December 23, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PBF ENERGY INC. 
