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NYSE: PBF PBF Energy Inc. 8-K

PBF Energy shareholders approve executive pay, equity plan amendment at annual meeting

Filed April 30, 2026 · Period ending April 28, 2026 · ~1 min read

4 key changes

Key Changes

  • medium

    Shareholders approved 2025 executive compensation with 91% support (88.3M for vs 8.7M against), indicating general satisfaction with Named Executive Officer pay practices.

    Item 5.07: Say-on-Pay verify on EDGAR →
  • medium

    Amendment to 2025 Equity Incentive Plan passed with 96% approval (93.1M for vs 3.9M against), allowing continued equity-based compensation under modified terms not detailed in filing.

    Item 5.07: Equity Plan verify on EDGAR →
  • low

    All eleven director nominees elected to serve until 2027 annual meeting with strong support (over 83M votes each), representing routine board continuity with no contested elections.

    Item 5.07: Directors verify on EDGAR →
  • low

    KPMG LLP ratified as independent auditor for 2026 with overwhelming support (103.3M for vs 0.5M against) in routine annual vote.

    Item 5.07: Auditor verify on EDGAR →

Summary

PBF Energy held its 2026 Annual Meeting on April 28, where shareholders voted on standard governance matters. The most notable results were strong approval of executive compensation (91% support) and an amendment to the equity incentive plan (96% support).

These votes suggest shareholders are generally comfortable with management's compensation practices and the company's approach to equity-based awards, though the specific changes to the equity plan were not disclosed in this filing. For retail investors, this is a routine procedural filing with no immediate impact on operations or financial performance.

The high approval rates across all proposals indicate alignment between management and shareholders on governance matters. The equity plan amendment warrants attention in future proxy materials to understand what changes were made and how they might affect shareholder dilution. Watch for the company's 2026 proxy statement, which will provide detailed disclosure on the equity plan modifications and executive compensation structure.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify