CJ 2018 Supplement to Proxy Statment

Although the Company’s Board, stockholder base and executive management team has been largely reconstituted since the 2016 Annual Meeting, the current Board was informed about the lack of support for the 2016 Say on Pay Proposal. The Company’s newly constituted Board and Compensation Committee managed the Company’s 2017 compensation arrangements, which had been established with and supported by our stockholders, and made positive changes to our compensation program with significant input from our stockholders. As noted above, substantially all of the Company’s stockholders upon emergence from the Chapter 11 Proceeding, as well as other interested parties (including former stockholders) and the bankruptcy court, approved the executive compensation arrangements and employment agreements in effect for our Named Executive Officers in 2017 as part of the Restructuring Plan, including the Management Incentive Plan and the reservation of stock for equity awards. Notably, the employment agreements, which included base salary and long-term and short-term incentive award target values, for our Named Executive Officers were directly negotiated with approximately 44% of our new stockholders immediately prior to emergence, then comprising the steering committee of lenders in the Chapter 11 Proceeding. The steering committee essentially represented the secured lenders in the Chapter 11 Proceeding, and the secured lenders owned all of our stock upon emergence. Although the Compensation Committee interpreted this level of engagement and support as an endorsement of the executive compensation program by our stockholders, the Compensation Committee ultimately determined that modifications were nevertheless warranted to ensure that our executive compensation program achieved desired goals, aligned our executives’ interest with that of our stockholders and reflected current market practices and prevailing governance standards. At the time of the Emergence Grant and the establishment of both the 2017 STIP and IPO Incentive Award, we were party to the Stockholders Agreement, which had been entered on emergence from the Chapter 11 Proceeding. Pursuant to the Stockholders Agreement, our largest stockholder had designated two directors to serve on the Board and also had an active board observer, and our second largest stockholder had a direct representative on the Board along with two other director designees (please see “Transactions with Related Persons—Related Persons Transactions—Transactions Related to the Chapter 11 Proceeding—Stockholders Agreement” in the 2018 Proxy Statement for additional information relating to the Stockholders Agreement). All of the stockholder designated directors comprised the Compensation Committee, and the board observer also participated in Compensation Committee meetings. At that time, we were also actively engaged in discussions with several other large stockholders who were parties to the Stockholders Agreement and/or a Registration Rights Agreement that was also entered on emergence from the Chapter 11 Proceeding. Upon emergence from the Chapter 11 Proceeding, all of our outstanding capital stock was cancelled, and new stock in the reorganized company was issued to our secured lenders. At the time of the Emergence Grant and the establishment of both the 2017 STIP and IPO Incentive Award, C&J had not yet relisted on the NYSE, but was trading on the OTC “Grey Marketplace”. As a result, we had limited visibility into changes in our stockholder base, even though we engaged IPREO Holdings LLC, a financial services technology company, to help in this effort as we sought to confirm we could satisfy the listing requirements to relist on the NYSE. However, the ongoing active engagement of the stockholders that were party to the Stockholders Agreement and Registration Rights Agreement provided us with valuable insights into our stockholders’ perspectives on our compensation program and governance practices. As stated above, the 2017 executive compensation program for our Named Executive Officers was established contractually and approved by substantially all of our stockholders upon emergence, as well as other interested parties. However, the base salaries for the Named Executive Officers remained at reduced levels into the third quarter of 2017, which was below the contractual amount and the benchmarked “median” of our peer group. Enhancements implemented by the Compensation Committee included establishing our first performance-based short-term incentive plan and introducing performance-based 4