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 April 30, 2024. At the Annual Meeting, the stockholders elected each of the following individuals to serve on PBF Energy's Board of Directors until the 2025 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows:
|
NAME
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
Thomas J. Nimbley
|
92,189,926
|
1,356,177
|
203,907
|
7,635,071
|
Spencer Abraham
|
76,192,392
|
17,345,445
|
212,173
|
7,635,071
|
Paul J. Donahue, Jr.
|
93,119,624
|
418,984
|
211,402
|
7,635,071
|
S. Eugene Edwards
|
76,738,390
|
16,799,080
|
212,540
|
7,635,071
|
Georganne Hodges
|
93,325,726
|
220,767
|
203,517
|
7,635,071
|
Kimberly S. Lubel
|
92,486,175
|
1,059,269
|
204,566
|
7,635,071
|
Matthew C. Lucey
|
93,444,534
|
100,735
|
204,741
|
7,635,071
|
George E. Ogden
|
93,308,462
|
229,037
|
212,511
|
7,635,071
|
Damian W. Wilmot
|
89,895,338
|
3,642,348
|
212,324
|
7,635,071
|
Lawrence M. Ziemba
|
89,243,939
|
4,299,216
|
206,855
|
7,635,071
|
In addition, the following proposals were voted at PBF Energy's Annual Meeting:
The ratification of the appointment of KPMG LLP to serve as PBF Energy's independent registered public accounting firm for 2024 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:
|
FOR
|
AGAINST
|
ABSTAIN
|
101,021,962
|
153,345
|
209,774
|
With respect to the advisory vote regarding the 2023 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
|
BROKER NON-VOTE
|
91,134,824
|
2,513,608
|
101,578
|
7,635,071
|