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 7, 2016, with the earliest event reported on that date. The filing addresses changes to the composition of the Company's Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance matters.
Material Changes
- Director Retirement: Jefferson F. Allen, Lead Director and Chairman of the Audit Committee, will not seek re-election at the 2016 Annual Meeting of Stockholders. He will serve through the end of his current term in May 2016. The departure is not due to any disagreement with the Company.
- Election of Directors: Effective February 8, 2016, William Hantke and Robert J. Lavinia were elected as independent members of the Board of Directors.
- Board Composition: The Board now consists of eleven members, including nine independent directors.
Compensation and Governance Details
The newly elected directors, Messrs. Hantke and Lavinia, will participate in the standard compensation program for non-employee, outside directors. This includes:
- An annual cash retainer of $120,000.
- A grant of $150,000 in restricted shares of the Company's Class A common stock.
- Execution of the Company's standard form of indemnification agreement.
The Board confirmed that both new directors meet the independence requirements of the New York Stock Exchange and the Company's standards.
Investor Verification Checklist
- Verify the exact date of the 2016 Annual Meeting of Stockholders to confirm the end of Mr. Allen's term.
- Review the attached press release (Exhibit 99.1) for additional biographical details on the new directors.
- Confirm the total number of independent directors on the Board following these changes.