CJ 2018 Proxy Statement

PROPOSALS TO BE VOTED ON BY STOCKHOLDERS Proposal 2—Advisory Vote to Approve Executive Compensation Pursuant to Section 14A of the Exchange Act, and as a matter of good corporate governance, we are providing our stockholders with the opportunity to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement, including under “Compensation Discussion and Analysis” and “Executive Compensation Tables.” This “Say on Pay” advisory vote is not intended to address any specific item of executive compensation, but rather our overall executive compensation objectives, principles, policies and practices and the total compensation paid to our Named Executive Officers for the year ended December 31, 2017. As discussed more fully under “Compensation Discussion and Analysis,” 2017 was both an unusual and transitional year for our Company. With respect to our executive compensation program, the Compensation Committee had to weigh and address a number of unique concerns in determining 2017 compensation, including: (1) retaining and motivating our people, particularly given the lack of employee stock ownership as a result of the Chapter 11 Proceeding and austerity measures implemented during the industry downturn and (2) establishing the link between pay and performance, complicated by the lack of precedent for performance-based cash bonuses or performance-based equity awards, in addition to the impact of the Chapter 11 Proceeding and dynamic market conditions. In designing our 2017 executive compensation program, the Compensation Committee engaged an independent, third- party compensation consultant, to ensure that our 2017 executive compensation program was in line with industry practices and a relevant peer group, incorporated prevailing governance standards, and provided a balanced mix of performance-based compensation designed to link our executive officers’ compensation with our performance while also aligning our executive officers’ interests with those of our stockholders. We urge stockholders to read the section of this Proxy Statement entitled “Compensation Discussion and Analysis,” which discusses the objectives, principles, policies and practices of our executive compensation program; how the Compensation Committee sets executive compensation and certain decisions made by the Compensation Committee with respect to 2017 executive compensation; the components of our 2017 executive compensation program, including the nature, type, size and purpose of those components; and the exceptional circumstances and other factors that the Compensation Committee considered in making decisions and designing our 2017 executive compensation program. Stockholders should also read the section of the Proxy Statement entitled “Executive Compensation Tables” for detailed information about the 2017 compensation of our Named Executive Officers. We believe our executive compensation program achieves the following objectives as identified in “Compensation Discussion and Analysis” above, which we believe are critical to our ongoing growth and success, the creation of long-term value and the realization of competitive stockholder returns: • Attract, develop, motivate and retain talented, experienced and dedicated people by providing compensation packages that are competitive, market driven and in-line with industry practice; • Support our business strategies and motivate best-in-class performance by linking compensation with the achievement of strategic, operational, financial and personal objectives to further incentivize our people; and • Align the interests of our people with those of our stockholders by providing a direct relationship between compensation and Company performance on both a short-term and long-term basis, and rewarding our people for individual and collective efforts, contributions and successes. We request that you indicate your support for our executive compensation program by voting in favor of the following resolution: “RESOLVED , that the stockholders of C&J Energy Services, Inc. hereby approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the disclosure contained in “Compensation Discussion and Analysis” and “Executive Compensation Tables,” including the tables, notes and other narrative contained therein.” A majority of the votes cast is required to approve this “Say on Pay” advisory vote. This is an advisory vote and is not binding upon the Company, the Compensation Committee or the Board. However, we value the views of our stockholders. As such, our Compensation Committee, which is comprised solely of independent directors and is responsible for, among other things, designing and administering the Company’s executive compensation program, will carefully consider the results of this advisory vote, along with all other expressions of stockholder views it receives on specific policies and desirable actions, when considering future decisions with respect to executive compensation. ✓ OUR BOARD RECOMMENDS A VOTE “ FOR ” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 61