(b) Departure of Director.
On December 23, 2019, Karen B. Davis, a member of the Audit Committee and the Conflicts Committee of the Board of Directors (the “Board”) of its general partner, PBF Logistics GP LLC (“PBFX GP”) of PBF Logistics LP (the “Partnership”) informed the Board of her resignation effective as of December 31, 2019 (the “Effective Date”). Ms. Davis’s resignation was not the result of any disagreement with PBFX GP, the Partnership or the Board.
(d) Election of Director.
On December 30, 2019, the Partnership announced the approval by the Board on December 23, 2019 of the appointment of Mr. Lawrence M. Ziemba as an independent director to the Board of PBFX GP as of the Effective Date. Mr. Ziemba most recently served as Executive VP, Refining and a member of the Executive Committee of Phillips 66. He held this position following the separation of Phillips 66 from ConocoPhillips in May 2012. During his career, he held various positions in downstream for ConocoPhillips, Phillips Petroleum, Tosco, and Unocal.
Mr. Ziemba will serve as a member of the Board’s Audit Committee and Conflicts Committee. The Board determined that Mr. Ziemba meets the independence requirements under the rules of The New York Stock Exchange and the Partnership’s independence standards, and that there are no transactions between the Partnership and Mr. Ziemba that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Ziemba will participate in the Partnership’s compensation program for its non-employee, outside directors, including a pro-rated annual cash retainer of $50,000 and an initial $50,000 grant of phantom units of the Partnership’s long term incentive plan as of the Effective Date. In addition, the Partnership will enter into its standard form of indemnification agreement with Mr. Ziemba.
The press release announcing Mr. Ziemba’s election is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
(d) Exhibits
PBF Logistics LP ExhibitEX-99.1 2 a991changeindirector.htm EXHIBIT 99.1 Exhibit Lawrence M. Ziemba Elected as Independent Director PARSIPPANY,…
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About PBF LOGISTICS LP (NYSE:PBFX)
PBF Logistics LP is engaged in the receiving, handling and transferring of crude oil and the receipt, storage and delivery of crude oil, refined products and intermediates. The Company operates through two segments: Transportation and Terminaling segment, and storage segment. The Company focuses on owning or leasing, operating, developing and acquiring crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. It receives, handles and transfers crude oil from sources located across the United States and Canada, and stores crude oil, refined products and intermediates for PBF Energy Inc. (PBF Energy) in support of its three refineries located in Toledo, Ohio, Delaware City, Delaware and Paulsboro, New Jersey. Its assets consist of the DCR Rail Terminal, the Toledo Truck Terminal, the DCR West Rack, the Toledo Storage Facility and the Delaware City Products Pipeline and Truck Rack (collectively referred to as the Contributed Assets).
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