AGM 2021

May 27, 2021

Good day, everyone, and welcome to PBF Energy 2021 Annual Meeting of Stockholders. At this time, all participants have been placed in a listen only mode and the floor will be open for questions relevant to business of the meeting after the proposals have been presented and before the results are reported. It is now my pleasure to turn the floor over to Tricia Canty, PBF Energy Inc. Corporate Secretary. Ms. Canty, you may begin. Thank you, Emma. Good morning and welcome to PBF Energy Inc. 2021 Annual Meeting of Stockholders. We have elected to host today's meeting through this virtual online platform, which allows us to open access and participation in the meeting to all of our stockholders and employees in a safe and responsible manner. We have stockholders attending via the web portal and the number that we have provided. The rules of conduct of this meeting have been provided on the web portal. As is our custom, we will conduct the business portion of our meeting first and then answer questions germane to the business at the meeting. We will not answer questions that do not relate to the business at the meeting. We also may not be able to answer every question, but we will do our best to provide a response to as many as possible. In keeping with the digital approach to this year's meeting, it is now shortly after 10 a. M. Eastern Time on May 27 and this meeting is officially called to order. Please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls. I will now turn the meeting over to Tom Nimbley, our Chairman and CEO. Good morning, ladies and gentlemen. It is my pleasure to welcome all of you to the PBF Energy's 2021 Annual Meeting of Stockholders. At this time, please let me take the opportunity to introduce you to the members of PBF Energy's Board of Directors. All of them are participating today. In addition to myself, the nominees for election as directors at this meeting are Spencer Abraham, Chief Executive Officer and Chairman of the Abraham Group and former Secretary of Energy under President George W. Bush. Spencer has served on our Board since 2012. Wayne Budd, Senior Counsel of Goodwin Procter LLP and former Senior Executive Vice President and General Counsel of John Hancock Financial Services. Wayne has served on our Board since 2014 Karen Davis, former Executive Vice President and Chief Financial Officer of Weston Refining. Karen has served on our Board since January of 2020 Jean Edwards, former Executive Vice President and Chief Development Officer of Valero Energy Corporation. Jean has served on our Board since 2014. William Hankey, former Executive Vice President and Chief Financial Officer of Pemcor Inc. Bill has served on our Board since 2016 Robert Lavinia, former Chief Executive Officer of Pet Plus Holdings, has served on our Board since 2016 Kimberly Lubell, former Chairman, Chief Executive Officer and President of CSD Brands Inc. Kim has served on our Board since 2017. Finally, George Ogden, former Senior Vice President of Costco Corporation, George has served on our Board since 2018. I'd like to thank our Board members for their dedication to the company and its stockholders and their continued willingness to serve. Next, I'd like to introduce you to the members of the PBF Energy executive leadership team. I am joined today by Tricia Kanzi, our Senior Vice President, General Counsel and Corporate Secretary, who will act as secretary of the meeting and handle any procedural issues that may arise. In addition, the remaining members of the executive leadership team present with me today are Matt Lucey, President Eric Young, Chief Financial Officer Paul Davis, President of the Western Region Herman Seedorf, Senior Vice President, Refining and Tom O'Connor, Senior Vice President, Commercial. Representatives of Deloitte and Touche, our independent auditors, are in attendance and participating in the meeting today. They will be available during the question and answer session to respond to appropriate questions. I now call the formal part of the annual meeting to order. We will present the 3 proposals submitted by management for stockholder approval. After the formal part of the meeting is complete, we will provide time for general questions. Only validated stockholders may ask questions via the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. Theresa, can you report whether a quorum is present for the conduct of business and address the other procedural requirements for the meeting? Thank you, Mr. Chairman. The company has appointed Anthony Coridio, a representative of Broadridge to act as Inspector of Election. Mr. Corridio is with us today and has taken the oath of Inspector of Election. Our Inspector of Elections reports that stockholders entitled to cast more than 50% of the votes eligible to be cast at this meeting are present or represented by proxy. Therefore, a quorum is present for purposes transacting business meeting may proceed. The Board of Directors fixed March 29, 2021 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either a notice of Internet availability of notice of the meeting, the proxy statement and the 2020 annual report of stockholders or the documents themselves were mailed to stockholders on or about April 9, 2021. And this report will be incorporated into the minutes of this meeting. Thank you, Tricia. The meeting will now consider the 3 business items as described in our proxy statement. We will present each of the business items 1 at a time. Item 1 is a proposal to elect 9 directors to serve for a term of 1 year or until their successors are duly elected and qualified. As indicated in the proxy statement, the Board of Directors recommends that the stockholders elect the director nominees to hold office until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Item 2 is a proposal to ratify the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm for 2021. The Audit Committee reappointed Deloitte to serve as PBS Energy independent registered public accounting firm for 2021 and seeks ratification of that appointment by the stockholders. As I previously mentioned, representatives of Deloitte are participating today. As indicated in the proxy statement, the Board of Directors recommends that the stockholders vote in favor of this proposal. Item 3 is an advisory proposal to approve the 2020 compensation of our named executive offices as disclosed in the proxy statement. This vote is often called a say on pay vote. The Board previously determined that the company will hold a say on pay vote on an annual basis. The say on pay vote is an advisory non binding vote. However, the compensation committee and the Board will certainly take the results of the vote into account when making future compensation decisions. As indicated in the proxy statement, the Board of Directors recommends that the stockholders vote in favor of this proposal. Now if you have not already voted online, please do so at this time, and I will close the polls at the end of the Q and A session. We will now take questions from the stockholders regarding matters relevant to the business of this meeting. Tricia, have any questions been submitted online that pertain to the business of the meeting? Thank you, Mr. Chairman. Our host, Emma, will be assisting us today with reading the questions that we have received. Emma will read the questions in the order that they were submitted and she will read them for beta. And just as a reminder to our listeners, if we're not able to address or answer a question in the time we have today, our Investor Relations team will follow-up with the stockholder after the meeting. Emma, will you please read the first question? Thank you. Our first question, Mr. Chairman. The Carpenter Funds hold a total of 236, 7.50 shares of the company stock. The topic of stakeholder capitalism is an alternative to shareholder capitalism and the consideration of ESG factors have received considerable attention recently. As long term pension fund investors, the Carpenter Funds appreciate the sentiments embodied in the stakeholder capitalism perspective, but feel that execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board uses to balance the interests of varied stockholders as it develops and implements the Company's long term business strategy? Thank you. Thank you very much for your question. Thank you very much for your investment and confidence in the company. The question is completely relevant and it is a highly complicated issue, obviously, as we work through these things and other companies do as well. I would say this, we absolutely have to be responsive to our shareholders. That's clearly the case. But we cannot be successful as a company if we aren't responsive to all of our stakeholders, our employees, our vendors, our people who work in our facilities. So we are working to try to make sure that we cross the divide here and do the right things for everybody involved in our business. We have much more work to do on this in this area, but it is a work in progress. Thanks for the question. Mr. Chairman, our second question is, as reported in today's Wall Street Journal, Exxon and Shell have suffered defeats on climate. Activists investors have complained these companies have no plan to transition away from carbon based fuels. Last annual meeting, I asked about biodiesel and renewable diesel. What is PBF's strategy to be on the leading edge of green fuels? Thank you. Question received from John Norwood. Thank you very much for the question. I recall the question last year, and I will I'm happy to tell you that we have made progress. We are entertaining a possibility of a renewable project, renewable diesel project in our Chalmette refinery. Work is underway. No final investment decision has been made, but we are progressing the project and there's a very good chance that indeed that will be the first foray that we make into renewable fuels. At this time, there are no more questions. We appreciate all of our stockholders' participation today, and now we'll get back to the business of the meeting. I now declare the polls have closed. The Inspector of Elections has filed certifications of our preliminary results of the voting. Tricia, would you please read those results? Mr. Chairman, the preliminary results based on the voting of shares represented by ballot proxies on file and tabulated at the meeting this morning show that each of the 9 nominees for election as director have been elected to serve until next year's annual meeting or until their successors are duly elected and qualified. The appointment of Deloitte and Touche as the independent registered public accounting firm for PBF Energy for 2021 has been ratified. Finally, the stockholders have approved on an advisory basis the 2020 compensation of our named executive officers. Mr. Chairman, that concludes the report of preliminary voting. Details of the final results will be available for all stockholders in a Form 8 ks filing made by the company with the SEC within 4 business days. Thank you, Tricia. That completes the business scheduled for today. There being no further business to come before this meeting, the 2021 Annual Meeting of Stockholders of PBF Energy Inc. Is now adjourned. I want to thank you all for attending and for your participation. Our meeting is now concluded.