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 August 4, 2017, covering events occurring on August 1 and August 2, 2017. The filing addresses changes to the composition of the 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
- Departure of Director: Dennis Houston informed the Board on August 1, 2017, that he will not seek re-election at the 2018 Annual Meeting of Stockholders. He will continue to serve through the end of the year. The departure is not the result of any disagreement with the Company or the Board.
- Election of Director: Effective August 2, 2017, Kimberly S. Lubel was elected as an independent member of the Board of Directors. The Board now consists of nine members, including eight independent directors.
Compensation and Governance Details
Ms. Lubel's compensation package includes:
- Annual cash retainer of $120,000.
- Grant of $150,000 in restricted shares of Class A common stock.
- Standard form of indemnification agreement.
The Board confirmed Ms. Lubel meets independence requirements under NYSE rules and Company standards. No reportable transactions exist between the Company and Ms. Lubel under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the effective date of Kimberly S. Lubel's board membership (August 2, 2017).
- Confirm the total number of board members and the count of independent directors (9 total, 8 independent).
- Review the attached press release (Exhibit 99.1) for additional biographical details on the new director.
- Note that Dennis Houston's departure is voluntary and not due to any disagreement.