8-K

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): December 16, 2022

PBF ENERGY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35764	45-3763855
(State or other jurisdiction<br>of incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>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.

On December 16, 2022, Karen B. Davis, an independent director and Chairperson of the Audit Committee of the Board of Directors (the “Board”) of PBF Energy Inc. (the “Company”) informed the Company that she is resigning from the Board effective as of the close of business on December 31, 2022. Ms. Davis’ decision to resign was not the result of any disagreement with the Company or the Board of Directors and she will commence her role as the Company’s interim Chief Financial Officer effective January 1, 2023.

On December 19, 2022, the Board appointed Lawrence Ziemba as an independent director effective as of January 1, 2023. In connection with Mr. Ziemba’s appointment, the Board has appointed Mr. Ziemba to the Health, Safety and Environment Committee.

Mr. Ziemba was nominated by the Company’s Nominating and Corporate Governance Committee (the “Committee”) after a thorough review of all of the candidates’ backgrounds, relevant experience and professional and personal reputations and there were no arrangements or understandings between him or any other persons relating to his appointment. The Board determined that Mr. Ziemba meets the independence and other requirements under the rules of The New York Stock Exchange, the Securities and Exchange Commission and the Company’s Corporate Governance Guidelines, and that there are no transactions between the Company and Mr. Ziemba that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Ziemba will participate in the Company’s compensation program for its non-employee, outside directors, including a pro-rated annual cash retainer and a pro-rated 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 Mr. Ziemba.

Item 7.01. Regulation FD Disclosure.

On December 21, 2022, the Company issued a press release announcing Mr. Ziemba’s appointment to the Board of Directors of the Company. The press release related to this announcement is attached hereto as Exhibit 99.1.

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Form 8-K, including 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 of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated December 21, 2022
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:	December 21, 2022	PBF Energy Inc.
		(Registrant)
		By:	/s/ Trecia Canty
		Name:	Trecia Canty
		Title:	Senior Vice President, General Counsel and Secretary

Document

PBF Energy Announces Appointment of Lawrence M. Ziemba as Director

PARSIPPANY, N.J. (BUSINESS WIRE) — December 21, 2022 — PBF Energy Inc. (NYSE: PBF) announced that Lawrence M. Ziemba has been elected as an independent director effective January 1, 2023.

Thomas J. Nimbley, Chairman of the Board and Chief Executive Officer, commented, “We are very pleased to have Larry join the Board of Directors of PBF Energy. Having served on the board of our logistics subsidiary, Larry has deep knowledge of PBF’s operations and, with his extensive industry experience, will be a valuable contributor to the Board.”

From December 2019 to December 2022, Mr. Ziemba served as a director of PBF Logistics GP LLC, the general partner of PBF Logistics LP. Previously, Mr. Ziemba served as Executive VP, Refining and member of the Executive Committee of Phillips 66. He held this position following the separation of Phillips 66 from ConocoPhillips in May 2012. From 2001 to 2012 he served in various downstream positions at ConocoPhillips including president of Global Refining. He has also held various positions of increasing responsibility with Unocal and Tosco from 1977 to 2001.

Forward-Looking Statements

This press release includes certain statements that may constitute forward-looking statements. Such forward-looking statements are subject to the general risks inherent in our business and are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. Our expectations may or may not be realized or may be based upon assumptions or judgments that prove to be incorrect. Additional information relating to the uncertainties and other factors that can affect our business and future results are discussed in the “Risk Factors” section or other sections in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed by us from time to time with the Securities and Exchange Commission. The forward-looking statements are only as of the date made, and we undertake no obligation to (and expressly disclaim any obligation to) update or revise any forward-looking statement to reflect new information or events, other than as required by law.

About PBF Energy Inc.

PBF Energy Inc. (NYSE: PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New Jersey and Ohio. Our mission is to operate our facilities in a safe, reliable and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973.455.7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973.455.8994