PBF ENERGY INC. (NYSE:PBF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Director.
On August 1, 2017, Dennis Houston, a member of the Audit Committee and the Chairman of the Health, Safety and Environmental Committee of the Board of Directors of PBF Energy Inc. (the “Company”) informed the Board that he will not seek re-election as a director at the Company’s 2018 Annual Meeting of Stockholders. Mr. Houston will continue to serve as a director (including in his capacity as a member of the Audit Committee and the Chairman of the Health, Safety and Environmental Committee) through the remainder of the end of the year. Mr. Houston’s decision not to seek re-election was not the result of any disagreement with the Company or the Board of Directors.
(d) Election of Director.
Effective August 2, 2017, the Company elected Kimberly S. Lubel as independent members of its Board of Directors. The Company’s Board of Directors now consists of nine members, including eight independent directors.
Ms. Lubel will participate in the Company’s compensation program for its non-employee, outside directors, including an annual cash retainer of $120,000 and a $150,000 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. Lubel.
The Board determined that Ms. Lubel 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. Lubel that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01.Regulation FD Disclosure.
On August 2, 2017, the Company issued a press release announcing Ms. Lubel’s 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, 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.
99.1 Press release dated August 2, 2017.
PBF Energy Inc. ExhibitEX-99.1 2 a2017newdirectorpr.htm EXHIBIT 99.1 Exhibit PBF Energy Announces Election of Kimberly S. Lubel as DirectorPARSIPPANY,…To view the full exhibit click here
About PBF ENERGY INC. (NYSE:PBF)
PBF Energy Inc. (PBF Energy) is a holding company. The Company is an independent petroleum refiner and supplier of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. The Company operates through two segments: Refining and Logistics. The Refining segment produces a range of products at each of its refineries, including gasoline, ultra-low-sulfur diesel (ULSD), heating oil, jet fuel, lubricants, petrochemicals and asphalt. The Logistics segment includes PBF Logistics LP (PBFX), which engages in the receiving, handling and transferring of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates. It sells its products throughout the Northeast, Midwest and Gulf Coast of the United States, as well as in other regions of the United States and Canada, and ships products to other international destinations.
