---
schema_version: "secwatch.filing_event.v1"
accession: "0001534504-24-000020"
form_type: "8-K"
ticker: "PBF"
cik: "0001534504"
company_name: "PBF Energy Inc."
filed_at: "2024-05-01T23:59:59+00:00"
generated_at: "2026-06-03T02:46:42.953531+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# PBF Energy annual meeting elects directors; say-on-pay and auditor ratification approved

## Summary
- All 10 director nominees elected; Spencer Abraham received 17.3M against votes and S. Eugene Edwards 16.8M against.
- Ratification of KPMG as auditor for 2024 passed with 101.0M for, 153K against.
- Advisory say-on-pay vote approved with 91.1M for, 2.5M against.
- Broker non-votes totaled 7.6M on each director and say-on-pay item.

## SEC filing metadata
- accession: 0001534504-24-000020
- form_type: 8-K
- ticker: PBF
- cik: 0001534504
- company_name: PBF Energy Inc.
- filed_at: 2024-05-01T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1534504/000153450424000020/0001534504-24-000020-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1534504/000153450424000020/pbf-20240430.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001534504-24-000020
- JSON: https://secwatch.observer/filing/0001534504-24-000020.json
- Plain text: https://secwatch.observer/filing/0001534504-24-000020.txt

## Key facts
- Shareholder Votes
  PBF Energy Inc. shareholders approved Ratification of the appointment of KPMG LLP to serve as PBF Energy’s independent registered public accounting firm for 2024 at the 2024-04-30 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: The ratification of the appointment of KPMG LLP to serve as PBF Energy’s independent registered public accounting firm for 2024 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows: FOR AGAINST ABSTAIN 101,021,962 153,345 209,774
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534504/000153450424000020/0001534504-24-000020-index.htm
- Shareholder Votes
  PBF Energy Inc. shareholders approved Advisory vote regarding the 2023 compensation of PBF Energy’s Named Executive Officers at the 2024-04-30 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: With respect to the advisory vote regarding the 2023 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 91,134,824 2,513,608 101,578 7,635,071
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534504/000153450424000020/0001534504-24-000020-index.htm
- Shareholder Votes
  PBF Energy Inc. shareholders approved Election of Directors at the 2024-04-30 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-30
  source text: At the Annual Meeting, the stockholders elected each of the following individuals to serve on PBF Energy’s Board of Directors until the 2025 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 92,189,926 1,356,177 203,907 7,635,071 Spencer Abraham 76,192,392 17,345,445 212,173 7,635,071 Paul J. Donahue, Jr. 93,119,624 418,984 211,402 7,635,071 S. Eugene Edwards 76,738,390 16,799,080 212,540 7,635,071 Georganne Hodges 93,325,726 220,767 203,517 7,635,071 Kimberly S. Lubel 92,486,175 1,059,269 204,566 7,635,071 Matthew C. Lucey 93,444,534 100,735 204,741 7,635,071 George E. Ogden 93,308,462 229,037 212,511 7,635,071 Damian W. Wilmot 89,895,338 3,642,348 212,324 7,635,071 Lawrence M. Ziemba 89,243,939 4,299,216 206,855 7,635,071
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534504/000153450424000020/0001534504-24-000020-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.