CJ 2018 Supplement to Proxy Statment
We will also consider and take action as appropriate upon such other matters that may be properly presented at the Annual Meeting. Please note that to be elected as a director in an uncontested election, each nominee must receive the affirmative vote of a majority of the votes cast at the meeting, which means that the number of votes cast “for” a nominee must exceed 50% of the votes cast with respect to such nominee. Votes may be cast in favor of or withheld from the election of each nominee. Withheld votes are considered votes cast and will have the same effect as a vote against the election of a nominee. Broker non-votes will have no effect on the outcome of the vote for directors since they are not considered votes cast. If an incumbent nominee receives an equal or greater number of withheld than votes cast for his election, the nominee shall promptly tender his resignation to the Board of Directors. Such director resignation will become effective upon acceptance by the Board of Directors of such resignation based on any factors deemed relevant by the Board of Directors. The foregoing summary is qualified by the terms of our majority voting policy, which are included in our bylaws. Method and Cost of Soliciting Votes We have retained Okapi Partners LLC (“Okapi”) to provide advice and aid in the solicitation of proxies on behalf of the Company in connection with the Annual Meeting. For these services, we will pay Okapi an initial fee of $15,000 and additional fees to be determined at the conclusion of the solicitation plus reimbursement of certain expenses. On behalf of the Company and the Board of Directors, thank you for your continued support of C&J. Sincerely, Pat Murray Don Gawick Chairman of the Board President and Chief Executive Officer, Director 7
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