pbf-20231027

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 27, 2023

PBF HOLDING COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-35764	45-3763855
Delaware	333-186007	27-2198168
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

_____________________________________________

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

_____________________________________________

Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of The Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.001	PBF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective October 27, 2023 (the “Grant Date”), the Compensation Committee of PBF Energy Inc.’s (the “Company”) Board of Directors approved grants of long-term incentive awards to the Company’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K). The grants were made under the Company’s Amended and Restated 2017 Equity Incentive Plan, (as amended, the “Equity Incentive Plan”) and included awards of (i) restricted shares of the Company’s Class A common stock (“Common Stock”), (ii) performance share units for the three-year performance period from January 1, 2024 through December 31, 2026 (the “Performance Period”), payable in shares of Common Stock, the amounts of which will range from zero to 200 percent of the number of performance share units granted based on the Company’s achievement of prescribed TSR rankings relative to its peers during the Performance Period plus additional shares of Common Stock may be awarded at vesting with respect to the computed value of dividend equivalents accrued during such performance measurement periods and (iii) performance units with a target value of $1.00 per unit payable in cash at the end of the Performance Period, the amount of which will range from zero to 200 percent of the target value based on the Company’s achievement of prescribed TSR rankings relative to its peers during the Performance Period. The performance share units and the performance units will vest on December 31, 2026, in each case subject to forfeiture or acceleration under certain circumstances set forth in the applicable award agreement, the forms of which agreements are attached as Exhibits 10.1 and 10.2 to this Form 8-K.

The specific grants made to each of the Company’s named executive officers on the Grant Date are listed below.


Name and Title	Restricted Stock	Performance Share Units	Performance Units
Matthew C. Lucey, Chief Executive Officer & President	67,992	41,927	3,984,440
Thomas J. Nimbley, Executive Chairman	52,172	32,171	3,057,381
Karen B. Davis, Senior Vice President & Chief Financial Officer	18,669	11,512	1,094,015
Thomas L. O’Connor, Senior Vice President, Commodity Risk & Strategy	17,244	10,634	1,010,544
T. Paul Davis, Senior Vice President, Supply, Trading and Optimization	17,244	10,634	1,010,544
Trecia Canty, Senior Vice President, General Counsel & Secretary	17,244	10,634	1,010,544

Item 9.01. Financial Statements and Exhibits.


Exhibit No.			Description

10.1			Form of Amended and Restated 2017 Equity Incentive Plan Performance Share Unit Award Agreement for the 2024-2026 Performance Cycle.
10.2			Form of Amended and Restated 2017 Equity Incentive Plan Performance Unit Award Agreement for the 2024-2026 Performance Cycle.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

November 2, 2023

PBF Energy Inc.

(Registrant)

By:

/s/ Trecia Canty

Name:

Trecia Canty

Title:

Senior Vice President, General Counsel and Secretary