Pbf Energy Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eleven director nominees to serve one-year terms until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Auditor

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as PBF’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Vote on 2025 Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the 2025 compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks stockholders to approve the reported 2025 compensation of the named executive officers. Management seeks endorsement to validate the Compensation Committee’s program design: emphasizing pay-for-performance, a mix of cash and performance-based equity, and alignment with stockholder returns via TSR-based long-term awards; the Board cites strong prior say-on-pay support (89.8% in 2025) and explains that the advisory vote will guide future compensation decisions though not binding. Context includes that 2025 bonuses were not paid under the CIP due to Adjusted EBITDA thresholds not being met and that discretionary 25%-of-salary bonuses were later granted; performance awards tied to TSR paid out at 0% for the 2022 cycle. The Board’s recommendation argues the program balances incentives and governance safeguards (clawbacks, minimum vesting, ownership guidelines). An analyst should note the potential tensions between zero payouts under formulaic plans and discretionary awards, and that the advisory nature means structural changes are unlikely without clear stockholder opposition; the Compensation Committee remains responsive to investor feedback.

4. 4

   Amendment of the 2025 Equity Incentive Plan

   ManagementBoard: FOR

   Approve Amendment No.1 to the 2025 Equity Incentive Plan to increase the share reserve by 4,200,000 shares and make related amendments.

   More detail

   Management seeks shareholder approval to increase the 2025 Equity Incentive Plan’s share reserve by 4.2 million shares to support future grants across employees, directors and consultants. The proposal is framed as necessary to attract and retain talent and maintain alignment between employees and stockholders through equity-based compensation. The amendment preserves several governance protections—no liberal share recycling, minimum one-year vesting (with limited 5% carve-out), a 1.42 fungible ratio counting full-value awards, holding-period requirements for NEOs, no discounted options, no repricing without shareholder approval, clawback provisions, and no evergreen feature—intended to mitigate dilution and governance risk. The Board argues that without the increase the company’s ability to grant incentives would be constrained. Analysts should weigh the dilution impact (up to 4.2M shares if only options are used; fewer if full-value awards are used due to 1.42 ratio), existing run-rate of awards and burn rate, and the firm’s recent compensation outcomes (e.g., zero TSR-based payouts) when assessing the necessity and shareholder value trade-offs inherent in approving more equity authorization.

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When is the Pbf Energy Inc 2026 annual meeting?

Pbf Energy Inc (PBF) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Pbf Energy Inc 2026 meeting?

The record date for the Pbf Energy Inc 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pbf Energy Inc's 2026 meeting?

The board is presenting 11 director nominees at the Pbf Energy Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pbf Energy Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Pbf Energy Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.