PBF Energy Inc. current report, 20 February 2013

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PBF Energy Inc. Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by PBF Energy Inc. on February 22, 2013, covering events that occurred on February 20, 2013. The filing addresses corporate governance changes, specifically the election of a new director and adjustments to executive compensation.

Key Financial Metrics

The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel and governance matters.

Material Changes

  • Board Expansion: The Board of Directors increased in size from eight to nine members.
  • New Director Appointment: Mr. Edward F. Kosnik was appointed as a director and will serve on the Audit Committee. He is the third designee of First Reserve Management, L.P., one of the company's financial sponsors.
  • Executive Compensation Adjustments:
    • Thomas J. Nimbley (CEO) base salary increased to $850,000.
    • Matthew C. Lucey (CFO) base salary increased to $500,000.
  • Equity Awards:
    • Thomas D. O'Malley (Executive Chairman) received 40,000 Restricted Class A Common Stock shares.
    • Thomas J. Nimbley (CEO) received 100,000 Class A Common Stock Options.

Guidance, Outlook, and Risks

The filing contains no financial guidance, outlook, or management commentary regarding future business performance. It notes that Mr. Kosnik meets independence requirements under NYSE rules and that no reportable transactions exist between him and the Company under Item 404(a) of Regulation S-K.

Investor Verification Checklist

  • Verify the vesting schedule for the new equity awards (four equal annual installments commencing on the first anniversary of the grant date).
  • Confirm the total compensation package for Mr. Kosnik, including the $100,000 annual cash retainer and $100,000 restricted stock grant.
  • Review the 2012 Equity Incentive Plan details referenced for the executive awards.
  • Check the composition of the Audit Committee, now consisting of Jefferson F. Allen, Dennis Houston, and Edward F. Kosnik.