CJ 2018 Proxy Statement

PROPOSALS TO BE VOTED ON BY STOCKHOLDERS Proposal 3—Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation In addition to the “Say on Pay” advisory vote to approve Named Executive Officer compensation submitted as Proposal 2 in this Proxy Statement, our stockholders are entitled to cast a non-binding advisory vote as to how frequently we should submit to stockholders the advisory “Say on Pay” vote. As submitted in this Proposal 3, stockholders may inform us as to their preference on the frequency of the advisory “Say on Pay” vote on executive compensation: every three years, every two years or every year. After careful consideration, our Board has determined that an advisory vote on executive compensation that occurs on an annual basis is the most appropriate alternative for our Company and, therefore, our Board recommends that our stockholders vote to support having an annual advisory “Say on Pay” vote on executive compensation. Our Board presently believes that this vote should be conducted each year so that our stockholders may provide us with direct and timely input on our executive compensation program. This practice is expected to enhance stockholder communication and engagement by providing another avenue to obtain information on investor sentiment about our executive compensation objectives, principles, policies, and practices. You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to this Proposal 3. The option that receives the highest number of votes cast will be deemed the frequency for the advisory vote on executive compensation selected by our stockholders. We understand that our stockholders may have different views as to the appropriate frequency for the advisory vote, and our Board will take the outcome of the vote into consideration in determining with what frequency to hold future advisory votes on executive compensation. This vote is advisory and not binding on our Company or our Board in any way. Our Board may decide now or in the future that it is in the best interests of our stockholders and our Company to hold an advisory vote on executive compensation on a different frequency than the frequency receiving the most votes cast by our stockholders. ✓ OUR BOARD RECOMMENDS A VOTE FOR THE OPTION OF “ ONE YEAR ” ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 62 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT