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As Of Filer Filing For·On·As Docs:Size 4/25/19 C&J Energy Services, Inc. DEFR14A 4/25/19 1:101K |
Document/Exhibit Description Pages Size 1: DEFR14A Revised Definitive Proxy Solicitation Material HTML 28K
| Document |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)) |
ý | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under Rule 14a-12 |
ý | No fee required. | |
☐ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
☐ | Fee
paid previously with preliminary materials. | |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount
Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
1. | Correct an inadvertent computational error in the “CEO Realized Compensation” chart and related footnotes on page 50, which overstated our Chief Executive Officer’s total realized compensation
for 2018; and |
2. | Correct a typographical error with respect to Mr. Galvan’s 2018 short term incentive (“STI”) payment amount in the table on page 57, which overstated his actual STI payment amount. Mr. Galvan’s actual STI payment amount was correctly reflected in the Summary Compensation Table on page 63. |
(1) | The incentive opportunity
available to Mr. Gawick under the 2018 STI award had a target value of 120% of his annual base salary. Based on the Company’s actual performance under the performance metrics established by the Board, Mr. Gawick’s 2018 STI award was paid out at only 30% of target value, or $316,212. |
(2) | The reported 2018 LTI award includes performance shares with a grant date fair value of $2,150,000 provided, however, that these shares will be earned and delivered, if at all, based on the Company’s achievement with respect to relative TSR measured against a pre-established performance
peer group over a three-year performance period and, depending on the level of performance achieved, the award may settle for between zero and two shares for each share reported. The reported 2018 LTI award also includes restricted stock awards subject to a time-based vesting schedule. See “Executive Compensation Tables—Grants of Plan-Based Awards for the 2018 Fiscal Year” for more information. The realized 2018 LTI award consists of the value of restricted stock awards that vested during 2018, see “Executive Compensation Tables—Option Exercises and Shares Vested in the 2018 Fiscal Year” for more information. |
(3) | See “Executive Compensation Tables—Summary Compensation Table” for more information. |
Named
Executive Officers (1) | Target Value as Percentage of 2018 Salary | Actual Payout as Percentage of Target | Actual Payment Amount ($) | ||
Donald Gawick | 120% | 30% | $ | 316,212 | |
Michael
Hobbs | 90% | 30% | $ | 135,519 | |
Jan Kees van Gaalen(2) | 75% | 9% | $ | 32,885 | |
Danielle Hunter | 75% | 30% | $ | 90,584 | |
Sterling
Renshaw | 65% | 158% | $ | 334,589 | |
Michael Galvan | 50% | 38% | $ | 88,297 | |
(1) | Mr. Cashiola
departed the Company in March 2018 and so was not eligible for the 2018 STIP. Accordingly, he is not reflected. |
(2) | Mr. van Gaalen joined C&J in September 2018 and his 2018 STI is based on his prorated salary. |
| This ‘DEFR14A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/31/19 | DEF 14A | |||
| Filed on / Effective on: | 4/25/19 | |||
| 4/9/19 | DEF 14A, DEFA14A | |||
| List all Filings | ||||