CJ 2018 Proxy Statement

PROPOSALS TO BE VOTED ON BY STOCKHOLDERS PROPOSALS TO BE VOTED ON BY STOCKHOLDERS Proposal 1—Election of Directors Pursuant to our certificate of incorporation and bylaws, the Board is classified into three classes of directors, designated Class I, Class II and Class III, with each class having a three-year term. Directors for each class were initially appointed pursuant to the Stockholders Agreement in connection with the Restructuring Plan, which was terminated pursuant to its terms on April 12, 2017. Please see “Transactions with Related Persons—Related Persons Transactions—Transactions Related to the Chapter 11 Proceeding— Stockholders Agreement” for additional information relating to the Stockholders Agreement. The Class I directors’ terms expire at this 2018 Annual Meeting; Class II directors’ terms expire at the 2019 annual meeting; and Class III directors’ terms expire at the 2020 annual meeting. Directors will be elected by class, for three-year terms, on an ongoing basis. Based on the recommendations from our Nominating and Governance Committee, our Board has nominated Messrs. Stuart Brightman and Michael Zawadzki for re-election as Class I directors to serve until the 2021 Annual Meeting of Stockholders and until their successors have been elected and qualified, or until their earlier death, resignation or removal. Each director nominee has consented to being named as a nominee in this Proxy Statement and has indicated a willingness to serve if elected. We have no reason to believe that the director nominees will be unable or unwilling to serve on our Board if elected. However, if a nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board. The proxies being solicited will be voted for no more than two nominees at the Annual Meeting of Stockholders. Stockholders may not cumulate their votes in the election of our directors. Set forth below is background information with respect to our two Class I director nominees and our current directors and their respective classes, as well as certain information regarding their individual experience, qualifications, attributes and skills that led our Board to conclude that they should serve as directors. There are no family relationships among any of our director nominees or executive officers. Please see “Share Ownership Information—Security Ownership of Certain Beneficial Owners and Management” for information regarding our current directors’ and director nominees’ holdings of equity securities of the Company. The following table sets forth the names and ages of our director nominees, the year they first became a director and the positions they hold with the Company as of April 4, 2018: Directors and Director Nominees Position and Offices Director Since Age Donald Gawick President, Chief Executive Officer and Director, Class III July 2016 60 Patrick Murray Chairman of the Board, Director Class III January 2017 75 Stuart Brightman Director Nominee January 2017 61 Michael Zawadzki Director Nominee January 2017 37 John Kennedy Director, Class II January 2017 65 Michael Roemer Director, Class II December 2010 59 Steven Mueller Director, Class III January 2017 65 Our Board believes that each director and director nominee is highly qualified to serve as a member of our Board and that, through their varying backgrounds, these individuals bring a wealth of experiences and new ideas to our Board. Our directors have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions in major enterprises. All of our directors have worked for, or served on the boards of directors of, a variety of companies in a wide range of industries. Each director also contributes intangible qualities such as critical thinking and analysis and industry knowledge, which, taken together, provide us with the variety and depth of knowledge necessary for effective oversight, direction and vision for the Company. C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 57