Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors.
On July 9, 2014, PBF Energy Inc. (the "Company") announced the election of Ms.
Eija Malmivirta and Mr. Gene Edwards as independent members of its Board of
Directors effective as of such date. The Company's Board of Directors now
consists of nine members, including eight independent directors.
Ms. Malmivirta and Mr. Edwards will participate in the Company's compensation
program for its non-employee, outside directors, as described on page 36 of the
Company's Definitive Proxy Statement on Schedule 14A for the 2014 annual meeting
of stockholders, filed April 1, 2014, including an annual cash retainer of
$100,000 and a $100,000 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. Malmivirta and Mr. Edwards.
The Board determined that each of Ms. Malmivirta and Mr. Edwards 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. Malmivirta or Mr. Edwards that would require disclosure under
Item 404(a) of Regulation S-K.
The press release announcing Ms. Malmivirta and Mr. Edwards's election is
furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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 or the