PBF Energy stockholders back board and pay plans

PBF Energy Inc. held its Annual Meeting of Stockholders on April 28, 2026, where stockholders elected all nominated directors to serve until the 2027 Annual Meeting.

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Form Type

8-K

Rhea-AI Filing Summary

PBF Energy Inc. held its Annual Meeting of Stockholders on April 28, 2026, where stockholders elected all nominated directors to serve until the 2027 Annual Meeting. Each nominee received a substantial majority of votes cast, such as Thomas J. Nimbley with 94,632,114 votes for and 2,350,588 against.

Stockholders also ratified the appointment of KPMG LLP as PBF Energy’s independent registered public accounting firm for 2026, with 103,269,405 votes for and 456,777 against. In a non-binding advisory vote, stockholders approved 2025 compensation for the Named Executive Officers, with 88,310,741 votes for and 8,675,183 against.

In addition, stockholders approved an amendment to the PBF Energy Inc. 2025 Equity Incentive Plan, with 93,134,328 votes for and 3,856,348 against. Routine exhibit information related to the cover page Inline XBRL data file was also included.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Nimbley director votes for: 94,632,114 votes Nimbley director votes against: 2,350,588 votes KPMG ratification votes for: 103,269,405 votes +4 more

7 metrics

Nimbley director votes for 94,632,114 votes Election of Thomas J. Nimbley to board at 2026 Annual Meeting

Nimbley director votes against 2,350,588 votes Election of Thomas J. Nimbley to board at 2026 Annual Meeting

KPMG ratification votes for 103,269,405 votes Ratification of KPMG LLP as 2026 independent registered public accounting firm

Say-on-Pay votes for 88,310,741 votes Advisory vote on 2025 compensation of Named Executive Officers

Say-on-Pay votes against 8,675,183 votes Advisory vote on 2025 compensation of Named Executive Officers

Equity Plan amendment votes for 93,134,328 votes Approval of amendment to PBF Energy Inc. 2025 Equity Incentive Plan

Equity Plan amendment votes against 3,856,348 votes Approval of amendment to PBF Energy Inc. 2025 Equity Incentive Plan

Key Terms

broker non-vote, Say-on-Pay Vote, independent registered public accounting firm, Equity Incentive Plan

4 terms

broker non-vote financial

"with the votes, rounded to the nearest whole share, cast as follows"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

Say-on-Pay Vote financial

"which vote is referred to as the “Say-on-Pay Vote”, the stockholders have approved"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

independent registered public accounting firm financial

"the appointment of KPMG LLP to serve as PBF Energy’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Equity Incentive Plan financial

"The amendment to the PBF Energy Inc. 2025 Equity Incentive Plan was approved by the stockholders"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

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What did PBF (PBF Energy Inc.) stockholders decide at the 2026 Annual Meeting?

PBF Energy stockholders elected all director nominees, ratified KPMG LLP as 2026 auditor, approved 2025 executive compensation in a Say-on-Pay vote, and approved an amendment to the 2025 Equity Incentive Plan, confirming the company’s proposed board and compensation structures.

Were all PBF (PBF Energy) director nominees elected at the 2026 Annual Meeting?

Yes. All PBF Energy director nominees were elected to serve until the 2027 Annual Meeting. Each nominee received a clear majority of votes cast, including candidates such as Thomas J. Nimbley and Matthew C. Lucey, with broker non-votes reported separately from the primary vote totals.

How did PBF Energy (PBF) stockholders vote on the 2025 Say-on-Pay proposal?

PBF Energy stockholders approved the 2025 Say-on-Pay proposal, with 88,310,741 votes for, 8,675,183 against, and 314,285 abstentions. There were also 6,646,141 broker non-votes. This advisory vote supports the company’s 2025 compensation program for its Named Executive Officers.

Did PBF (PBF Energy Inc.) stockholders ratify KPMG LLP as the 2026 auditor?

Yes. Stockholders ratified KPMG LLP as PBF Energy’s independent registered public accounting firm for 2026, with 103,269,405 votes for, 456,777 against, and 220,168 abstentions. This vote confirms KPMG’s continued role in auditing the company’s financial statements for that year.

What was approved regarding PBF Energy’s 2025 Equity Incentive Plan?

Stockholders approved an amendment to the PBF Energy Inc. 2025 Equity Incentive Plan. The proposal received 93,134,328 votes for, 3,856,348 against, and 309,533 abstentions, plus 6,646,141 broker non-votes, allowing the company to adjust its equity-based compensation framework.

When and where was the 2026 PBF Energy (PBF) Annual Meeting held?

The PBF Energy 2026 Annual Meeting of Stockholders was held on April 28, 2026. The company’s principal executive offices are located at One Sylvan Way, Second Floor, Parsippany, New Jersey 07054, which is the corporate address listed in the related disclosure.

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Accepted by SEC EDGAR 04/30/2026 - 02:18 PM EDT

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): April 28, 2026

PBF ENERGY INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-35764	45-3763855
(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 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of PBF Energy Inc. (“PBF Energy”) was held on April 28, 2026. At the Annual Meeting, the stockholders elected each of the following individuals to serve on PBF Energy’s Board of Directors until the 2027 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows:


NAME	FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Thomas J. Nimbley	94,632,114	2,350,588	317,507	6,646,141
Spencer Abraham	86,791,659	10,268,565	239,985	6,646,141
Karen B. Davis	96,349,914	711,692	238,603	6,646,141
Paul J. Donahue, Jr.	95,590,010	1,465,992	244,207	6,646,141
S. Eugene Edwards	93,708,548	3,347,688	243,973	6,646,141
Georganne Hodges	96,720,842	336,649	242,718	6,646,141
Kimberly S. Lubel	95,949,763	1,107,004	243,442	6,646,141
Matthew C. Lucey	96,341,592	638,458	320,159	6,646,141
George E. Ogden	95,750,541	1,309,400	240,268	6,646,141
Damian W. Wilmot	94,717,940	2,338,247	244,022	6,646,141
Lawrence M. Ziemba	83,190,930	13,866,251	243,028	6,646,141

In addition, the following proposals were voted at PBF Energy’s Annual Meeting:

The ratification of the appointment of KPMG LLP to serve as PBF Energy’s independent registered public accounting firm for 2026 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:


FOR	AGAINST	ABSTAIN
103,269,405	456,777	220,168

With respect to the advisory vote regarding the 2025 compensation of PBF Energy’s Named Executive Officers, which vote is referred to as the “Say-on-Pay Vote”, the stockholders have approved the compensation of PBF Energy’s Named Executive Officers, with the votes, rounded to the nearest whole share, cast as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
88,310,741	8,675,183	314,285	6,646,141

The amendment to the PBF Energy Inc. 2025 Equity Incentive Plan was approved by the stockholders, with the votes rounded to the nearest whole share, cast as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
93,134,328	3,856,348	309,533	6,646,141

Item 9.01 - Financial Statements and Exhibits.

(d)Exhibits


Exhibit No.			Description

104			Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

April 30, 2026

PBF Energy Inc.

(Registrant)

By:

/s/ Trecia M. Canty

Name:

Trecia M. Canty

Title:

Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents