CJ 2018 Proxy Statement

PROPOSALS TO BE VOTED ON BY STOCKHOLDERS Proposal 4—Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018 The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work of the principal independent public accountants retained to audit our financial statements. KPMG LLP (“KPMG”) has been selected by the Audit Committee, and approved by the Board, as the independent registered public accounting firm to audit the Company’s annual financial statements for the fiscal year ending December 31, 2018. We are asking our stockholders to ratify the appointment of KPMG at the Annual Meeting. The ratification of the appointment of KPMG requires the affirmative vote of the holders of a majority of the shares of our common stock, present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Although ratification is not required by our bylaws or otherwise, as a matter of good corporate governance, we are asking our stockholders to approve the appointment of KPMG as our independent registered public accounting firm. If the selection of KPMG is not approved, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection of KPMG is ratified, our Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interest and in the best interest of the Company and our stockholders. KPMG has served as our independent registered public accounting firm since June 26, 2014. The Audit Committee considers KPMG to be well qualified and recommends that the stockholders vote for ratification of this appointment. A representative of KPMG is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so. It is also expected that such representative will be available to respond to appropriate questions from stockholders. Audit and Other Fee Information Set forth below is a summary of certain fees paid to KPMG for certain audit and non-audit services related to the fiscal years ended December 31, 2017 and December 31, 2016. In reviewing the independence of KPMG, the Audit Committee considers whether the provision of non-audit services is compatible with maintaining KPMG’s independence. KPMG does not provide any internal audit services to us. 2017 2016 Audit Fees $3,202,000 $1,938,086 Audit Related Fees 150,000 20,000 Tax Fees — 4,357 All Other Fees — — Total $3,352,000 $1,962,443 Audit Fees . Audit fees consisted of amounts incurred for services performed in association with the annual financial statement audit, fees related to the audit of internal controls over financial reporting under Section 404 of Sarbanes-Oxley, review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and other services normally provided by the Company’s independent registered public accounting firm in connection with regulatory filings or engagements for the fiscal years shown. Audit Related Fees . Audit related fees consisted of amounts incurred for accounting consultation in connection with the filing of Registration Statements on Form S-3 and Current Reports on Form 8-K for the fiscal years shown. Tax Fees . Tax fees consisted of services provided for sales and use tax planning for the fiscal years shown. Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services During 2017 and 2016, all audit and non-audit services provided by KPMG to the Company were pre-approved by the Audit Committee. On May 5, 2017, the Audit Committee adopted a policy requiring pre-approval by the Audit Committee of all services (audit, tax and non-audit) to be provided to the Company by our independent registered public accounting firm, in each case subject to a specific budget. The Audit Committee follows a schedule for annual approval of the audit and related audit plan, as well as approval of other anticipated audit-related services; anticipated tax compliance, tax planning and tax advisory services; and other anticipated services. C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 63