0001534504FALSE00015345042024-01-312024-01-31

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PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 31, 2024

(Exact Name of Registrant as Specified in its Charter)

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

(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 On January 31, 2024, Wayne Budd, the Chairman of the Nominating and Corporate Governance Committee of the Board of Directors of PBF Energy Inc. (the “Company”) and a member of the Compensation Committee, informed the Company that he will not seek re-election as a director at the Company’s 2024 Annual Meeting of Stockholders. Mr. Budd will continue to serve as a director (including in his capacity as the Chairman of the Nominating and Corporate Governance Committee and a member of the Compensation Committee) through the remainder of his current term which ends at the 2024 Annual Meeting. Mr. Budd’s decision not to seek re-election was not the result of any disagreement with the Company or the Board of Directors.

(d) Exhibits

Exhibit No.			Description
104			Cover Page Interactive Data File (formatted as Inline XBRL).

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