UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 8-K
______________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 14, 2023
PBF ENERGY INC.
PBF ENERGY COMPANY LLC
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter) | | | | | | | | |
| Delaware | 001-35764 | 45-3763855 |
| Delaware | 333-206728-02 | 61-1622166 |
| Delaware | 333-186007 | 27-2198168 |
(State or other jurisdiction
of incorporation or organization) | (Commission
File Number) | (I.R.S. Employer
Identification Number) |
_____________________________________________
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
(973) 455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of The Act: | | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $.001 | PBF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 14, 2023, the Board of Directors of PBF Energy Inc. (the “Company”) approved the appointment of Karen B. Davis as Senior Vice President, Chief Financial Officer of the Company, effective February 20, 2023 (the “Effective Date”), to serve until such time as her successor is appointed, or until her earlier resignation or removal. Ms. Davis has been serving as the Company’s interim Chief Financial Officer since January 1, 2023.
Ms. Davis, age 66, 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 is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. In connection with her appointment, Ms. Davis has entered into an employment agreement with a subsidiary of the Company, pursuant to which, among other things, she will receive an annual salary of $630,000, less required deductions and tax withholdings, will be eligible to receive an annual incentive bonus and equity awards as approved by the Board and will be eligible to participate in the Company’s health and welfare benefits program. The foregoing is qualified in its entirety by reference to the employment agreement, which is attached as Exhibit 10.1 hereto. In addition, on the Effective Date, Ms. Davis will receive a sign-on bonus of $600,000 and long-term incentive awards as follows: (i) a grant of restricted stock with a grant date value of $949,969 pursuant to the form of restricted stock agreement attached as Exhibit 10.2 hereto; (ii) a grant of performance share units for the three-year performance period from January 1, 2023 through December 31, 2025 (the “Performance Period”) with a grant date value of $712,477 pursuant to the form of performance share unit agreement previously approved for such Performance Period; and (iii) a grant of performance units for the Performance Period with a grant date value of $712,477 pursuant to the form of performance unit agreement previously approved for such Performance Period.
Item 9.01 - Financial Statements and Exhibits.
(d)Exhibits | | | | | |
| Exhibit No. | Description |
| |
| Employment Agreement dated as of February 20, 2023 between Karen B. Davis and PBF Investments LLC |
| |
| Form of 2023 Executive Restricted Stock Agreement. |
| |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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| Date: | February 15, 2023 | PBF Energy Inc. |
| | (Registrant) |
| | | | |
| | By: | /s/ Trecia M. Canty | |
| | Name: | Trecia M. Canty |
| | Title: | Senior Vice President, General Counsel and Secretary |
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| Date: | February 15, 2023 | PBF Energy Company LLC |
| | (Registrant) |
| | | | |
| | By: | /s/ Trecia M. Canty | |
| | Name: | Trecia M. Canty |
| | Title: | Senior Vice President, General Counsel and Secretary |
| | | |
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| Date: | February 15, 2023 | PBF Holding Company LLC |
| | (Registrant) |
| | | | |
| | By: | /s/ Trecia M. Canty | |
| | Name: | Trecia M. Canty |
| | Title: | Senior Vice President, General Counsel and Secretary |
| | | |
