Document


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): October 25, 2017
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))

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.

(e) Compensatory Arrangements of Certain Officers.

On October 25, 2017, the Compensation Committee of the Board of Directors of PBF Energy Inc. (the “Company”) approved equity awards effective as of October 30, 2017, under the Company’s 2017 Equity Incentive Plan to the Company’s named executive officers, as follows:
Named Executive Officers & Title
 
Class A Common Stock Options
 
Restricted Class A Common Stock
Thomas J. Nimbley, Chairman of the Board and Chief Executive Officer
 
200,000
 
80,000
Matthew C. Lucey, President
 
120,000
 
55,000
Erik Young, Senior Vice President and Chief Financial Officer
 
110,000
 
52,500
Thomas O'Connor, SVP-Commercial
 
100,000
 
50,000
Jeffrey Dill, Senior Vice President
 
65,000
 
15,000

Each of the awards will vest in four equal annual installments commencing on the first anniversary of the date of grant, subject to acceleration under certain circumstances set forth in the applicable award agreement, the form of which agreements are attached as Exhibits 10.1 and 10.2 to this Form 8-K.

Item 9.01
Financial Statements and Exhibits
 
 
Form of 2017 Equity Incentive Plan Restricted Stock Agreement
Form of 2017 Equity Incentive Plan Non-Qualified Stock Agreement






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:
October 31, 2017
 
 
 
 
 
 
 
 
 
 
PBF Energy Inc.
 
 
(Registrant)
 
 
 
 
 
 
 
By:
/s/ Trecia Canty
 
 
 
Name:
Trecia Canty
 
 
Title:
Senior Vice President, General Counsel
 
 
 
 





EXHIBIT INDEX

Exhibit No.
Description
 
 
Form of 2017 Equity Incentive Plan Restricted Stock Agreement
Form of 2017 Equity Incentive Plan Non-Qualified Stock Agreement