PBF LOGISTICS LP (NYSE:PBFX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

PBF LOGISTICS LP (NYSE:PBFX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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

(b) Departure of Director.

On December 21, 2017, George E. Ogden, 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 his resignation effective as of December 28, 2017 (the “Effective Date”). Mr. Ogden’s resignation was not the result of any disagreement with PBFX GP, the Partnership or the Board.

(d) Election of Director.

On December 28, 2017, the Partnership announced the appointment of Ms. Karen B. Davis as an independent director to the Board of PBFX GP as of the Effective Date. Ms. Davis most recently served as Executive Vice President and Chief Financial Officer of Western Refining, Inc. and its affiliated entities, Western Refining Logistics LP and Northern Tier Energy, LP, through May 2017. During her career, Ms. Davis has served in various chief financial officer and financial reporting officer positions with various public and private companies throughout the United States.

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

Ms. Davis 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 Ms. Davis.

The press release announcing Ms. Davis’ 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

Press release dated December 28, 2017.


PBF Logistics LP Exhibit
EX-99.1 2 a991pressrelease.htm EXHIBIT 99.1 Exhibit  Karen B. Davis Elected as Independent DirectorPARSIPPANY,…
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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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