All 11 board nominees were re-elected to one-year terms through the 2027 annual meeting, as announced at PBF Energy’s virtual 2026 annual meeting.
KPMG LLP was ratified as PBF’s independent registered public accounting firm for 2026, and shareholders gave a non-binding advisory “say-on-pay” approval of 2025 named executive officer compensation.
Shareholders approved an amendment to the PBF Energy Inc. 2025 Equity Incentive Plan, including an increase of 4.2 million shares reserved for issuance.
PBF Energy (NYSE:PBF) held its 2026 Annual Meeting of Stockholders on April 28 in a virtual format, electing directors and approving all management proposals presented, according to remarks made during the webcast.
Virtual meeting format and voting procedures
Trecia Canty, Senior Vice President, General Counsel, and Corporate Secretary, opened the meeting and said the company chose a virtual online platform “which allows us to open access and participation in the meeting to all stockholders and employees.” Canty noted the rules of conduct were posted on the web portal and said the company would address questions “germane to the business of the meeting,” while reserving the right not to respond to questions outside that scope.
Canty also reminded stockholders they could vote online during the meeting prior to the closing of the polls.
Board and leadership introductions
Executive Chairman Thomas Nimbley introduced the board nominees standing for re-election and said all were participating in the meeting. Nimbley listed 11 nominees:
Nimbley also introduced members of the executive leadership team present, including Canty; Michael Bukowski, Senior Vice President and Head of Refining; Paul Davis, Senior Vice President, Supply, Trading, and Optimization; Jim Fedena, Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets; Wendy Ho-Tai, Senior Vice President, Human Resources; and Joseph Marino, Senior Vice President and Chief Financial Officer. He said representatives of KPMG LLP, the company’s independent auditors in 2025, were also in attendance and available for appropriate questions.
Quorum and record date
Canty reported that Tony Carideo, a Broadridge representative, was appointed to act as Inspector of Election and had taken the oath for that role. Canty said the Inspector of Election reported that stockholders entitled to cast “more than 50% of the votes eligible to be cast” were present or represented by proxy, establishing a quorum.
She added that the board fixed March 6, 2026 as the record date for determining voting eligibility. Canty also said an affidavit was delivered attesting that a notice of internet availability of meeting materials—or the materials themselves, including the proxy statement and 2025 annual report—were mailed on or about March 17, 2026 to stockholders as of the record date.
Proposals presented to stockholders
Nimbley presented proposals described in the proxy statement and said the board recommended stockholders vote in favor of each item. The proposals were:
Item 1: Election of 11 directors to serve for a one-year term, until the 2027 annual meeting or until successors are duly elected and qualified.
Item 2: Ratification of KPMG LLP as the company’s independent registered public accounting firm for 2026.
Item 3: An advisory vote to approve 2025 compensation for named executive officers, described as a non-binding “say on pay” vote.
Item 4: Approval of an amendment to the PBF Energy Inc. 2025 Equity Incentive Plan, including an increase of shares reserved for issuance by 4.2 million shares.
On Item 3, Nimbley noted that while the say-on-pay vote is advisory, the compensation committee and board would “certainly take the results of the vote into account when making future compensation decisions.”
Voting results and meeting adjournment
After no business-related questions were submitted online, Nimbley closed the polls. Canty then read preliminary results “based on the voting of shares represented by valid proxies on file and tabulated at the meeting,” reporting that:
All 11 director nominees were elected.
KPMG LLP’s appointment as independent registered public accounting firm for 2026 was ratified.
Stockholders approved, on an advisory basis, 2025 named executive officer compensation.
Stockholders approved the amendment to the 2025 Equity Incentive Plan.
Canty said final details would be provided in a Form 8-K filing with the SEC within four business days. Nimbley then adjourned the meeting.
About PBF Energy (NYSE:PBF)
PBF Energy, Inc is an independent petroleum refiner organized in 2008 and headquartered in Parsippany, New Jersey. The company began trading on the New York Stock Exchange in July 2012 under the ticker symbol PBF. Since its formation, PBF Energy has grown through acquisitions and operational optimization, positioning itself as a leading supplier of refined petroleum products in the United States.
The company owns and operates five refineries located along the U.S. Gulf Coast, East Coast and in the Pacific Northwest, with a combined crude oil processing capacity of approximately 900,000 barrels per day.
ContentsKey PointsVirtual meeting format and voting proceduresBoard and leadership introductionsQuorum and record dateProposals presented to stockholdersVoting results and meeting adjournmentAbout…
ContentsKey PointsVirtual meeting format and voting proceduresBoard and leadership introductionsQuorum and record dateProposals presented to stockholdersVoting results and meeting adjournmentAbout…
ContentsKey PointsVirtual meeting format and voting proceduresBoard and leadership introductionsQuorum and record dateProposals presented to stockholdersVoting results and meeting adjournmentAbout…
