CJ 2018 Proxy Statement

OTHER MATTERS Other Business That May Occur As of the date of filing this Proxy Statement, our Board is not aware of any other business or matter (including any other director nominee) to be presented or voted upon at the Annual Meeting. If any other matter is properly presented at the meeting, the proxies solicited by our Board will provide the proxy holders named in the proxy with the authority to vote on those matters in accordance with such persons’ discretion. Where a stockholder has appropriately specified how a proxy is to be voted, it will be voted by the proxy holders in accordance with the specification. Stockholder Proposals for the 2019 Annual Meeting of Stockholders Any stockholder interested in submitting a proposal for inclusion in our proxy materials and for presentation at the 2019 Annual Meeting of Stockholders and wishes to have such proposal (a “Rule 14a-8 Proposal”) included in the Company’s proxy materials, must submit such Rule 14a-8 Proposal to the Company at its principal executive offices no later than December 19, 2018 unless the Company notifies the stockholders otherwise. Only those Rule 14a-8 Proposals that are timely received by the Company and proper for stockholder action (and otherwise proper) will be included in the Company’s proxy materials. In addition to the requirements of Rule 14a-8, and as more specifically provided for in our bylaws, any stockholder wishing to propose for election as a director someone who is not an existing director or is not proposed by the Board must give timely and proper notice of the intention to propose the person for election. A stockholder making a nomination for election to our Board for the 2019 Annual Meeting of Stockholders must deliver proper notice to our Corporate Secretary at least 90 days but not more than 120 days prior to the first anniversary date of the 2018 Annual Meeting of Stockholders. In other words, for a stockholder nomination for election to our Board to be considered at the 2019 Annual Meeting of Stockholders, it should be properly submitted to our Corporate Secretary no earlier than January 29, 2019 and no later than February 28, 2019 (provided, however, that in the event that the date of the 2019 Annual Meeting is more than 30 days before or more than 70 days after the anniversary of the 2018 Annual Meeting of Stockholders, the notice must be given at least 120 days but not more than 70 days prior to the date of the 2019 Annual Meeting of Stockholders or not later than 10 days following the date on which public announcement of the date of the 2019 Annual Meeting is made) and must comply with the provisions of our bylaws, as amended and restated and adopted as of November 7, 2017, which were filed with the SEC on November 9, 2017 as an exhibit on Form 10-Q. Under Rule 14a-4(c) of the Exchange Act, our Board may exercise discretionary voting authority under proxies solicited by it with respect to any matter properly presented by a stockholder at the 2019 Annual Meeting of Stockholders that the stockholder does not seek to have included in our proxy statement if (except as described in the following sentence) the proxy statement discloses the nature of the matter and how our Board intends to exercise its discretion to vote on the matter, unless we are notified of the proposal on or before March 4, 2019, and the stockholder satisfies the other requirements of Rule 14a-4(c)(2). If we first receive notice of the matter after March 4, 2019, and the matter nonetheless is permitted to be presented at the 2019 Annual Meeting of Stockholders, our Board may exercise discretionary voting authority with respect to the matter without including any discussion of the matter in the proxy statement for the meeting. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with the requirements described above and other applicable requirements. For each individual that a stockholder proposes to nominate as a director, the stockholder’s notice to our Corporate Secretary must be in written form and include the candidate’s name, contact information, biographical information and qualifications. The request must also include the potential candidate’s written consent to being named in our proxy statement as a nominee and to serving as a director if nominated and elected. If a stockholder provides notice for the event described above, in addition to any other information required by Rule 14a-8, the notice must also comply with the provisions specified in our bylaws. 2017 Annual Report A copy of our 2017 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (including the financial statements and the financial statement schedules, if any, but not including exhibits), will be furnished at no charge to each person to whom a Proxy Statement is delivered upon the written request of such person. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. Requests for electronic or printed copies should be directed to C&J Energy Services, Inc. at 3990 Rogerdale Rd., Houston, Texas 77042, Attn: Corporate Secretary or by email at Investors@cjenergy.com . C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 65