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PBF > SEC Filings for PBF > Form 8-K on 22-May-2013All Recent SEC Filings

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Form 8-K for PBF ENERGY INC.


22-May-2013

Submission of Matters to a Vote of Security Holders, Other Events, Financial Stat


Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of PBF Energy Inc. ("PBF Energy") was held on May 21, 2013. At the Annual Meeting, the stockholders elected each of the following individuals to serve on PBF Energy's Board of Directors for a term of one year, or until his successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows:

       NAME           FOR      AGAINST  ABSTAIN NON-VOTES
Thomas D. O'Malley 88,494,987 3,848,115  1,945  1,819,831
Spencer Abraham    91,436,877  906,190   1,980  1,819,831
Jefferson F. Allen 91,463,056  880,111   1,880  1,819,831
Martin J. Brand    88,407,519 3,935,683  1,845  1,819,831
Timothy H. Day     85,003,794 7,339,408  1,845  1,819,831
David I. Foley     85,337,562 7,005,640  1,845  1,819,831
Dennis M. Houston  91,468,314  874,788   1,945  1,819,831
Edward F. Kosnik   91,460,287  882,815   1,945  1,819,831
Neil A. Weizel     88,409,983 3,993,119  1,945  1,819,831

In addition, the following proposals were voted at PBF Energy's Annual Meeting:

The ratification of the appointment of Deloitte & Touche LLP to serve as PBF Energy's independent registered public accounting firm for 2013 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:

FOR AGAINST ABSTAIN NON-VOTES
94,123,118 31,580 10,180 0

With respect to the advisory vote regarding the 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 NON-VOTES
86,292,606 6,048,264 4,176 1,819,832

With respect to the advisory vote regarding the frequency of the "Say-on-Pay Vote" regarding the compensation of PBF Energy's Named Executive Officers, the stockholders have approved a frequency of every third year, with the votes, rounded to the nearest whole share, cast as follows:

EVERY 1 YEAR EVERY 2 YEARS EVERY 3 YEARS ABSTAIN NON-VOTES
16,129,319 9,430 76,096,184 110,113 1,819,832

In accordance with the results of this vote, on May 21, 2013, PBF Energy's Board of Directors determined that an advisory vote on executive compensation will be held once every three years.



Item 8.01 Other Events.

On May 21, 2013, senior management of PBF Energy and PBF Holding Company LLC (collectively, the "Company") presented materials at the PBF Energy Annual Meeting of Stockholders. The Company's presentation materials, available on the Investor Relations section of the PBF Energy website at www.pbfenergy.com, is attached as Exhibit 99.1 and is incorporated herein by reference.


Forward-Looking Statements
Statements contained in the exhibit to this report reflecting the Company's or its management's expectations or predictions relating to future plans, results, performance, achievements and the like are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the Company's control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the Company's filings with the U.S. Securities and Exchange Commission. All forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Presentation materials dated May 21, 2013


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