PBF Energy Inc.

For the period ended Apr 28, 2026. Filed Mar 17, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 28, 2026 · Filed Mar 17, 2026

PBF$67.27-1.6%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Material
☐	Soliciting Material under Rule 14a-12

PBF Energy Inc.

(Name of Registrant as Specified In Its Charter)

(Name of person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PBF ENERGY INC.

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

DATE	LOCATION	RECORD DATE
April 28, 2026 at 10:00 A.M. Eastern Daylight Time	www.virtualshareholdermeeting. com/PBF2026	Stockholders of record on March 6, 2026 are entitled to vote at the meeting

The 2026 Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/PBF2026. Stockholders of record at the close of business on March 6, 2026 may vote at the meeting or any postponements or adjournments of the meeting. To join as a stockholder, you must enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials you receive. During the meeting stockholders may ask questions, examine our stockholder list and vote their shares (other than shares held through employee benefit plans, which must be voted on prior to the meeting). Other interested parties may join the meeting as a guest, in which case no control number is required. For more information, please see the section entitled “Annual Meeting of Stockholders” in this Proxy Statement. We are making the Proxy Statement and the form of proxy first available beginning on or about March 17, 2026.

At the meeting, stockholders will be asked to vote on:

Items of Business:

1.	the election of eleven (11) directors;

2.	the ratification of the appointment of KPMG LLP as independent auditor for 2026;

3.	an advisory vote on the 2025 compensation of the named executive officers (“named executive officers” or “NEOs”);

4.	to amend the PBF Energy Inc. 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”) to, among other things, increase the number of shares reserved for issuance by 4,200,000 shares (the “Amendment”); and

5.	the transaction of any other business properly brought before the meeting or any adjournment or postponement thereof.

Information with respect to the above matters is set forth in this Proxy Statement that accompanies this Notice.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, APRIL 28, 2026. The Notice of the 2026 Annual Meeting, Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) are available on the internet at www.proxyvote.com.

By order of the Board of Directors,

Trecia M. Canty

Senior Vice President, General Counsel and Secretary

March 17, 2026

YOUR VOTE IS IMPORTANT, PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING PROXY CARD OR VOTING INSTRUCTION FORM PROMPTLY. YOU MAY ALSO VOTE VIA THE INTERNET OR BY TELEPHONE. PLEASE USE THE INTERNET ADDRESS OR TOLL-FREE NUMBER SHOWN ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM. YOU MAY REVOKE A PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING WRITTEN NOTICE TO THAT EFFECT TO THE SECRETARY OR BY SUBMISSION OF A LATER-DATED PROXY OR SUBSEQUENT INTERNET OR TELEPHONIC PROXY. IF YOU ATTEND THE MEETING, YOU MAY REVOKE ANY PROXY PREVIOUSLY GRANTED AND VOTE DURING THE MEETING.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.