PBF Energy Inc. Announces 2025 Annual Meeting Results

Strategic Insights -

The Annual Meeting of Stockholders of PBF Energy Inc. ("PBF Energy") was held on April 29, 2025, where key proposals were voted on by the stockholders. Each of the seven nominations for the Board of Directors was approved, with Thomas J. Nimbley receiving the highest number of votes. Additionally, the ratification of KPMG LLP as the independent registered public accounting firm for 2025 was approved. The stockholders also approved the 2024 compensation of PBF Energy's Named Executive Officers and decided to hold the advisory Say-on-Pay vote on an annual basis.

Key Takeaways:

  • PBF Energy's Board of Directors has been re-elected, with Thomas J. Nimbley receiving the highest number of votes (96,920,414).
  • KPMG LLP was ratified as the independent registered public accounting firm for 2025, with 104,811,994 votes in favor.
  • The stockholders approved the 2024 compensation of PBF Energy's Named Executive Officers, with 89,414,573 votes in favor.
  • The Say-on-Pay vote was held annually, with 92,159,986 votes in favor of an annual frequency.
  • The PBF Energy Inc. 2025 Equity Incentive Plan was approved, with 94,370,281 votes in favor.
  • Seven individuals were re-elected to PBF Energy's Board of Directors, with the votes rounded to the nearest whole share as follows: Thomas J. Nimbley (96,920,414), Spencer Abraham (88,553,092), Paul J. Donahue, Jr. (97,037,192), S. Eugene Edwards (86,322,809), Georganne Hodges (97,512,783), Kimberly S. Lubel (94,783,509), Matthew C. Lucey (97,422,333), George E. Ogden (97,533,675), Damian W. Wilmot (95,934,322), Lawrence M. Ziemba (76,038,287).

Statistics:

  • Total votes cast for the Annual Meeting: 104,811,994 (for ratification of KPMG LLP as the independent registered public accounting firm for 2025)
  • Total votes cast for the Say-on-Pay vote: 89,414,573
  • Total votes cast for the Say-When-on-Pay vote: 92,159,986
  • Total shares voted: 104,811,994
  • Board members elected: 7 (Thomas J. Nimbley, Spencer Abraham, Paul J. Donahue, Jr., S. Eugene Edwards, Georganne Hodges, Kimberly S. Lubel, Matthew C. Lucey, George E. Ogden, Damian W. Wilmot, Lawrence M. Ziemba)

Sources:

  • (EDGAR Online via COMTEX) -- 0001534504FALSE00015345042025-04-292025-04-29
  • Securities Exchange Act of 1934
  • PBF Energy Inc. Form 8-K filing