CJ 2018 Proxy Statement

GENERAL INFORMATION What is the Effect of Broker Non-Votes and Abstentions and What Vote is Required to Approve Each Proposal? If you are a street name stockholder, you will receive instructions from your bank, broker or other nominee describing how to vote your shares. If you do not instruct your bank, broker or other nominee how to vote your shares, such person may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the NYSE. There are also non-discretionary matters for which banks, brokers and other nominees do not have discretionary authority to vote unless they receive timely instructions from the street name stockholder. If you are a street name stockholder and you have not given timely instructions to the stockholder of record for your shares, and such stockholder of record does not have discretionary authority to vote your shares, a “broker non-vote” results. Although any broker non-vote would be counted as present at the Annual Meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters. Abstentions occur when stockholders are present at the Annual Meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the stockholders are voting. If you are a street name stockholder, and you do not give voting instructions, pursuant to NYSE Rule 452, the stockholder of record will not be permitted to vote your shares with respect to Proposal 1— Election of Class I Directors , Proposal 2— Advisory Vote to Approve Executive Compensation or Proposal 3— Advisory Vote on the Frequency of Executive Compensation Advisory Votes , and your shares will be considered “broker non-votes” with respect to these proposals. If you are a street name stockholder, and you do not give voting instructions, the stockholder of record will nevertheless be entitled to vote your shares in its discretion with respect to Proposal 4— Ratification of the Appointment of KPMG LLP . • Proposal 1—Election of Class I Directors : To be elected as a director in an uncontested election, each nominee must receive the affirmative vote of a majority of the votes cast at the meeting, which means that the number of votes cast “for” a nominee must exceed 50% of the votes cast with respect to such nominee. In a contested election, directors shall be elected by a plurality of the votes of our common shares, present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, which means that director nominees with the most votes are elected. Votes may be cast in favor of or withheld from the election of each nominee. Neither withheld votes nor broker non-votes will have any effect on the outcome of the vote for directors since they are not considered votes cast. • Proposal 2—Advisory Vote to Approve Executive Compensation : Approval of this proposal requires the affirmative vote of the holders of a majority of the votes cast at the meeting. Abstentions and broker non-votes will not be counted as votes cast and will have no impact on the outcome of this proposal. While this vote is required by law, it will not be binding on our Company or our Board, and it will not create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, our Company or our Board. However, the Compensation Committee of the Board will take into account the outcome of the vote when considering future executive compensation decisions. • Proposal 3—Advisory Vote on the Frequency of the Executive Compensation Advisory Votes : Approval of this proposal requires the affirmative vote of the holders of a majority of the votes cast at the meeting. Abstentions and broker non-votes will not be counted as votes cast and will have no impact on the outcome of this proposal. However, because this vote is advisory and non-binding, if none of the frequency options receive a majority vote of our common shares present in person or by proxy at the Annual Meeting and entitled to vote, the option receiving the greatest number of votes will be considered the frequency recommended by our stockholders. While this vote is required by law, it will neither be binding on our Company or our Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, our Company or our Board. However, our Board will take into account the outcome of this vote in making a determination on the frequency at which advisory votes on executive compensation will be included in our proxy statements for future annual meetings. • Proposal 4—Ratification of the Appointment of KPMG LLP : Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 requires the affirmative vote of a majority of the votes cast at the meeting. Abstentions and broker non-votes will not be counted as votes cast and will have no impact on the outcome of this proposal. Our Board has appointed Donald J. Gawick, C&J’s President and Chief Executive Officer, and Danielle E. Hunter, C&J’s Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary, as the “Management Proxy Holders” for the Annual Meeting. If you are a stockholder of record and you submit your Proxy Card (whether submitted by mail, telephone or Internet), unless you give other instructions on your Proxy Card, your shares will be voted by the Management Proxy Holders in accordance with the recommendations of the Board. The recommendations of the Board are set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote as follows: • FOR each of the persons named in this Proxy Statement as director nominees for election to the Board as Class I directors ; • FOR the approval, on an advisory basis, of the 2017 compensation of the Company’s Named Executive Officers ; 4 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT