PBF Energy (PBF) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 28, 2026, with stockholders of record as of March 6, 2026, eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, and an amendment to the equity incentive plan.

• The company reported a net loss of $160.5 million for 2025, a significant improvement from a $540.2 million loss in 2024, driven by operational challenges and a fire at the Martinez refinery, but offset by strategic initiatives such as cost savings, asset sales, and strengthened liquidity.

• The Board consists of 11 members (8 independent), with active refreshment and diversity efforts, and all directors standing for re-election.

• Investor engagement and feedback continue to inform governance and compensation practices, with a focus on transparency and sustainability reporting.

Voting matters and shareholder proposals

• Stockholders will vote on the election of 11 directors, ratification of KPMG LLP as independent auditor for 2026, an advisory vote on 2025 executive compensation, and an amendment to increase shares reserved under the 2025 Equity Incentive Plan by 4,200,000 shares.

• All proposals require a majority of votes cast to pass; abstentions and broker non-votes have no effect.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board held six meetings in 2025, with all members attending at least 75% of meetings.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Health, Safety and Environment, all composed of independent directors.

• Board refreshment has brought five new or returning directors since 2023, and committee chair roles have rotated.

• Director skills include executive leadership, strategy, industry expertise, risk management, and ESG oversight.

• Annual board and committee self-evaluations are conducted, and the roles of Chairman and CEO are separated.