Director Resignation - David Foley
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 11, 2014
PBF ENERGY INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | 001-35764 | 45-3763855 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
(973) 455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Directors or Certain Officers
On August 12, 2014, PBF Energy Inc. (the “Company”) announced that David I. Foley is resigning as a director of the Company effective August 11, 2014. Additionally, Mr. Foley is resigning as chairperson of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Foley is a senior managing director at the Private Equity Group at The Blackstone Group L.P. ("Blackstone") and the chief executive officer of Blackstone Energy Partners. Blackstone has substantially reduced its investment in the Company through a secondary offering that closed on June 17, 2014. Mr. Foley’s resignation is not due to any disagreements with us on any of our operations, policies or practices. Upon his resignation, the Board of Directors will consist of eight directors.
In connection with Mr. Foley's resignation, the Company announced that Spencer Abraham will replace Mr. Foley as the chairperson of the Compensation Committee. Additionally, Eija Malmivirta will join the Compensation Committee and Gene Edwards will join the Nominating and Corporate Governance Committee.
The press release announcing Mr. Foley's resignation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.
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.
99.1 Press release dated August 12, 2014
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: | August 12, 2014 | | |
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| | PBF Energy Inc. |
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| | By: | /s/ Erik Young | |
| | Name: | Erik Young |
| | Title: | Senior Vice President, Chief Financial Officer |
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Exhibit Index
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Exhibit No. | | Description |
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99.1 | | Press release dated August 12, 2014 |