PBF Energy Inc 8-K/A, filed Jan 9, 2020
PBF Energy Inc. (PBF)
8-K/A
2020-01-09
For: 2019-10-29
View Original
Added on
April 12, 2026
About this 8-K/A
PBF Energy Inc filed this 8-K/A on January 9, 2020, reporting on events of October 29, 2019.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 8-K/A
______________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 29, 2019
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
_____________________________________________
(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:
Securities registered pursuant to Section 12(b) of The Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
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): ☐
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. ☐
Explanatory Note
The sole purpose of this amendment to the Current Report on Form 8-K/A (the “Form 8-K/A”) filed by PBF Energy Inc., with the Securities and Exchange Commission on November 1, 2019 (the “Form 8-K”), is to add Inline eXtensible Business Reporting Language (“XBRL”) tagging to the cover page of this Form 8-K/A and to furnish Exhibit 104 to this Form 8-K/A relating to the same. All other information in the Form 8-K remains unchanged.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Effective October 29, 2019 (the “Grant Date”), the Compensation Committee of the Board of Directors of PBF Energy Inc. (the “Company”) approved grants of long-term incentive awards to the Company’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K). The grants were made under the Company’s Amended and Restated 2017 Equity Incentive Plan, and included awards of (i) options for shares of the Company’s Class A common stock (“Common Stock”), having an exercise price equal to the closing price of the Common Stock on the Grant Date, (ii) performance share units for the three-year performance period from January 1, 2019 through December 31, 2021 (the “Performance Cycle”), payable in shares of Common Stock, the amounts of which will range from zero to 200 percent of the number of performance share units granted based on the Company’s achievement of prescribed Total Shareholder Return ("TSR") rankings relative to its peers during the applicable performance measurement periods in the Performance Cycle plus additional shares of Common Stock may be awarded at vesting with respect to the computed value of dividend equivalents accrued during such performance measurement periods and (iii) performance units payable in cash at the end of the Performance Cycle, the amount of which will range from zero to 200 percent based on the Company’s achievement of prescribed TSR rankings relative to its peers during the applicable performance measurement periods in the Performance Cycle. The stock options will vest in four equal annual installments commencing on the first anniversary of the Grant Date. The performance share units and the performance units will vest on December 31, 2021, in each case subject to forfeiture or acceleration under certain circumstances set forth in the applicable award agreement, the forms of which agreements are attached as Exhibits 10.1 and 10.2 to this Form 8-K.
The specific grants made to each of the Company’s named executive officers on the Grant Date are listed below.
Name and Title | Stock Options | Performance Share Units | Performance Units | |||
Thomas J. Nimbley, Chief Executive Officer | 260,063 | 48,299 | 2,142,096 | |||
Matthew C. Lucey, President | 105,473 | 19,589 | 868,768 | |||
C. Erik Young, Senior Vice President & Chief Financial Officer | 93,501 | 17,365 | 770,150 | |||
Thomas L. O’Connor, Senior Vice President, Commercial | 84,093 | 15,618 | 692,661 | |||
T. Paul Davis, President, Western Region | 84,093 | 15,618 | 692,661 | |||
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
Form of Amended and Restated 2017 Equity Incentive Plan Performance Share Unit Award Agreement for the 2019-2021 Performance Cycle.* | |
Form of Amended and Restated 2017 Equity Incentive Plan Performance Unit Award Agreement for the 2019-2021 Performance Cycle.* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
* | Previously filed |
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.
Dated: | January 8, 2020 | PBF Energy Inc. | ||
(Registrant) | ||||
By: | /s/ Trecia Canty | |||
Name: | Trecia Canty | |||
Title: | Senior Vice President, General Counsel | |||