CJ 2018 Proxy Statement

INFORMATION ABOUT OUR BOARD AND ITS COMMITTEES Meeting of the Board and Committees During 2017, the Board held 17 meetings and met in executive session on 11 of those occasions. Generally executive sessions are held without management present. Committee meetings were held in 2017 as follows: Audit Committee 5 Compensation Committee 8 Nominating and Governance Committee 2 All members of the Board attended, on average, at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by each committee on which he served in 2017. From time to time between meetings, Board and committee members confer with each other and with management and independent consultants regarding relevant issues, and representatives of management may meet with such consultants on behalf of the relevant committee. Pursuant to our Corporate Governance Guidelines, directors are expected to attend meetings of the Board and of committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are encouraged but not required to attend our annual stockholder meetings, and the Company will make all appropriate arrangements for directors who choose to attend. Due to the impact of our Chapter 11 Proceeding and the terms of our Restructuring Plan, we were not listed on a public exchange at emergence and did not re-list on the NYSE until April 2017. Accordingly, we did not hold an annual stockholders meeting in 2017. Board Governance We are committed to adhering to sound principles of corporate governance. Our Board has adopted Corporate Governance Guidelines and charters for the standing committees, which together with the Company’s certificate of incorporation and bylaws form the framework for the governance of the Company and promote the effective functioning of the Board, its committees and the Company. The Nominating and Governance Committee periodically, and at least annually, reviews our Corporate Governance Guidelines and leads the committees in review of their respective charters to ensure that they reflect the Board’s corporate governance objectives and commitments. Any proposed modifications to the Corporate Governance Guidelines are presented to the Board for its approval. A discussion of certain key matters governed by the Corporate Governance Guidelines follows immediately below, and summaries of each committee charter are set forth under “—Committees of Our Board.” The Corporate Governance Guidelines and committee charters are available on our website at http://www.cjenergy.com/about-us/corporate-governance/ under “Corporate Governance.” Stockholders may also obtain printed copies of these documents, free of charge, by sending a written request to C&J Energy Services, Inc. at 3990 Rogerdale Rd. Houston, Texas 77042, Attn: Corporate Secretary or by emailing Investors@cjenergy.com . Director Independence As a publicly traded company listed on the NYSE, we are required to comply with the rules of the NYSE as well as the rules and regulations of the SEC, including Sarbanes-Oxley. The NYSE regulations require listed companies to have a board of directors with at least a majority of independent directors, as that term is defined by the applicable rules and regulations of the NYSE and SEC. Additionally, each of the Audit Committee, Compensation Committee and Nominating and Governance Committee is required to be comprised solely of independent directors, with heightened standards applicable to Audit Committee and Compensation Committee members. Each year, our Nominating and Governance Committee reviews the relationships between the Company and each director and will report the results of its review to the Board. To be considered “independent,” a director must be determined by the Board, at the recommendation of the Nominating and Governance Committee and after due deliberation, to have no material relationship with the Company other than as a director. Rather than adopting categorical standards, the Nominating and Governance Committee and the Board assess the relationships and other facts and circumstances relevant to director independence on a case-by-case basis, in each case consistent with the applicable rules and regulations of the SEC and the NYSE. After reviewing all relationships each director has with the Company, including the nature and extent of any business relationships between the Company and such person, and based on the review and recommendation of the Nominating and Governance Committee, the Board has affirmatively determined that each of Messrs. Murray, Brightman, Kennedy, Mueller, Roemer and Zawadzki has no material relationships with the Company and, is “independent” under the applicable rules and regulations of the SEC and the NYSE. In addition to the Board-level standards for director independence, each member of the Audit Committee meets the heightened independence standards required for audit committee members under the NYSE and SEC rules, and each member of the Compensation Committee meets the heightened independence standards for compensation committee members under the NYSE rules. 10 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT