UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2014
C&J ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35255 | 20-5673219 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3990 Rogerdale Houston, Texas |
77042 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 325-6000
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of C&J Energy Services, Inc. (the “Company”) held on May 22, 2014, the Company’s stockholders were requested to:
| 1. | Elect seven (7) directors to serve on the Company’s Board until the 2015 Annual Meeting of Stockholders and their successors are duly elected; |
| 2. | Approve, on an advisory basis, the compensation of the Company’s named executive officers; and |
| 3. | Ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. |
Each of these proposals is more fully described in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 10, 2014 and is incorporated herein by reference. The final results of the votes for each proposal are set forth below:
PROPOSAL NO. 1 — ELECTION OF DIRECTORS. The election of each director was approved as follows:
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Joshua E. Comstock |
46,556,709 | 1,387,157 | 3,338,512 | |||||||||
| Randall C. McMullen, Jr. |
45,655,736 | 2,288,130 | 3,338,512 | |||||||||
| Darren M. Friedman |
47,613,732 | 330,134 | 3,338,512 | |||||||||
| Adrianna Ma |
47,197,624 | 746,242 | 3,338,512 | |||||||||
| Michael Roemer |
47,613,776 | 330,090 | 3,338,512 | |||||||||
| C. James Stewart, III |
25,816,520 | 22,127,346 | 3,338,512 | |||||||||
| H.H. “Tripp” Wommack, III |
47,607,825 | 336,041 | 3,338,512 | |||||||||
PROPOSAL NO. 2 — APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. The compensation of the Company’s named executive officers was approved on an advisory basis as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 26,301,189 | 20,404,496 | 1,238,181 | 3,338,512 |
PROPOSAL NO. 3 — RATIFICATION OF THE APPOINTMENT OF UHY LLP. The ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved as follows:
| For |
Against |
Abstain | ||
| 51,210,981 | 57,244 | 14,153 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| C&J ENERGY SERVICES, INC. | ||||||
| (Registrant) | ||||||
| Date: May 23, 2014 | By: | /s/ Theodore R. Moore | ||||
| Theodore R. Moore | ||||||
| Executive Vice President, General Counsel | ||||||