CJ 2018 Supplement to Proxy Statment
• The 2017 executive compensation arrangements covered by the Current Say on Pay Proposal were established contractually through direct negotiations with approximately 44% of our new stockholders immediately prior to emergence as part of the Chapter 11 Proceeding and ultimately approved by substantially all of our new stockholders, as well as other stakeholders, in approving our Restructuring Plan; • Shortly after emergence and prior to relisting on the NYSE, our stock traded on the OTC “Grey Marketplace,” during which time we had limited visibility into our stockholder base other than the largest stockholders, affiliates of whom served on our Board and the Compensation Committee or served as board observers and thus continued to have a high degree of input into the management of our executive compensation program; • The 2017 executive compensation arrangements, including the Emergence Grants, were disclosed in detail in our filings with the SEC prior to the Company’s first public offering following emergence and successful relisting on the NYSE; and • We regularly engage with our stockholders on a variety of matters, including our compensation and governance policies and practices. As such, we believe that our 2017 executive compensation program was reasonable and appropriate, reflecting meaningful stockholder input and support, and that our response to the 2016 Say on Pay Proposal was reasonable and appropriate, although not relevant to the Current Say on Pay Proposal. We urge our stockholders to consider these factors and rationale, explained in more detail below, and support our Current Say on Pay Proposal. Background Prior to 2017, we submitted our executive compensation program to an advisory stockholder vote, as required by Section 14A of the Exchange Act, on an annual basis. Due to the impact of our Chapter 11 Proceeding and the terms of our Restructuring Plan, we were not listed on a national securities exchange at emergence and did not relist on the NYSE until April 2017. Accordingly, we did not hold an annual stockholders meeting in 2017 and, therefore, an advisory vote on our 2016 executive compensation program was not held. However, our 2016 executive compensation program was subject to significant scrutiny in the Chapter 11 Proceeding and supported by our stakeholders as interested parties, which included substantially all of our stockholders at emergence from the Chapter 11 Proceeding, as described in the Proxy Statement under “Compensation Discuss & Analysis —2017 Overview—Key Considerations and Actions.” The 2016 Say on Pay Proposal for our 2015 executive compensation program did not receive support because C&J’s majority stockholder, then holding approximately 52% of C&J’s stock, voted against the 2016 Say on Pay Proposal. This stockholder did so despite the fact that (i) the 2015 executive compensation arrangements at issue in the 2016 Say on Pay Proposal had been directly negotiated with the stockholder in connection with a transformative merger transaction and ultimately approved by more than a majority of our stockholders in connection with approving the merger transaction, (ii) three of the Company’s six directors were designated by the stockholder pursuant to the Company’s bylaws, one of whom was the stockholder’s Chief Financial Officer, and (iii) two of the stockholder’s designated directors served on our three-member Compensation Committee. Based on the foregoing, as well as intensive discussion and daily engagement with the stockholder prior to and following the 2016 Annual Meeting, we believe the stockholder’s decision not to support the 2016 Say on Pay Proposal was not due to concern or disagreement with the executive compensation program but rather related to the stockholder’s disagreement with other unrelated matters. 3
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