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): March 20, 2018
C&J ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38023
81-4808566
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
3990 Rogerdale Rd.
Houston, Texas
77042
(Address of principal executive offices)
(Zip Code)
 
 
 
 
Registrant’s telephone number, including area code: (713) 325-6000
 
N/A
(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:
¨     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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




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Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 5.02 of this Current Report relating to the termination of Mr. Mark Cashiola’s employment agreement is incorporated by reference in this Item 1.02.
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of     Certain Officers; Compensatory Arrangement of Certain Officers
Resignation of Mark Cashiola as Chief Financial Officer; Appointment of Mike Galvan as Interim Chief Financial Officer
On March 20, 2018, C&J Energy Services, Inc.’s (“C&J” or the “Company”) Chief Financial Officer, Mark Cashiola, departed from the Company, having resigned effective immediately.
On March 20, 2018, the Board of Directors of the Company (the “Board”) appointed Mike Galvan, the Company’s Senior Vice President and Chief Accounting Officer, as interim Chief Financial Officer, effective immediately. In his capacity as interim Chief Financial Officer, Mr. Galvan will succeed Mr. Cashiola as the Company’s principal financial officer until a replacement is appointed, in addition to continuing to serve in his current role as the principal accounting officer of the Company. There are no issues involving the Company’s financial statements, internal controls or financial reporting procedures that led to Mr. Cashiola’s departure.
Mr. Galvan, age 49, joined C&J in 2014, serving as Vice President of Technical Accounting before being promoted to Senior Vice President – Chief Accounting Officer in May 2017. Mr. Galvan has approximately 25 years of accounting and financial experience and, among other duties, is currently responsible for the Company’s accounting and financial reporting processes. Prior to joining C&J, Mr. Galvan served as Senior Vice President and Chief Accounting Officer at Mattress Firm from December 2012 to May 2014, and Vice President and Chief Accounting Officer at Main Street Capital Corporation from January 2008 to December 2012. Prior to 2008, Mr. Galvan served in various accounting and financial capacities with increasing responsibility at numerous companies, including Direct Energy and Enron Corporation. Mr. Galvan started his career in 1994 with Arthur Anderson LLP in Houston, Texas, most recently having served as senior auditor. Mr. Galvan received an MPA from the University of Texas in 1994. There are no arrangements or understandings between Mr. Galvan and any other person(s) in connection with this appointment, nor any family relationships between Mr. Galvan and any director or executive officer of the Company. Mr. Galvan is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Compensatory Arrangement of Departing Officer
On March 20, 2018, the Board approved the material terms of a separation arrangement with Mr. Cashiola in connection with the termination of his employment.
In connection with Mr. Cashiola’s departure, the Company and Mr. Cashiola entered into a Waiver and Release Agreement dated as of March 20, 2018 (the “Separation Agreement”) whereby, among other things, Mr. Cashiola’s existing employment with the Company was terminated and he agreed to a general release of claims in favor of the Company and its affiliates.
In connection with Mr. Cashiola’s departure, and pursuant to the terms of Mr. Cashiola’s employment agreement with the Company (the “Employment Agreement”) and the Separation Agreement, Mr. Cashiola will receive (i) a lump sum cash severance payment equal to $2,170,343, which represents an amount equal to the sum of (A) $1,700,000, which is two times the sum of Mr. Cashiola’s current salary and

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the target value for the annual short-term incentive cash bonus specified in the Employment Agreement, (B) $425,000, as a payment reflecting Mr. Cashiola’s short-term incentive bonus for 2018 at the target value specified in the Employment Agreement, (C) $16,346, which is a payment in lieu of further advance notice of termination as required pursuant to the Employment Agreement, and (D) $28,997, which represents 18 months’ of the cost of COBRA medical premiums; and (ii) accelerated vesting of outstanding equity awards, including (X) 20,332 stock options, (Y) 36,369 restricted shares and (Z) 7,755 performance shares. No other severance or termination benefits will be paid to Mr. Cashiola as a result of his resignation or the termination of the Employment Agreement.
Mr. Cashiola’s Separation Agreement acknowledges that he is subject to certain continuing restrictions, including with respect to non-disparagement, non-disclosure, and non-solicitation of Company employees. The Company agreed to a limited waiver of non-competition and certain customer non-solicitation provisions contained in the Employment Agreement.
The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. A copy of the Employment Agreement, as amended, with the Company is filed as Exhibit 10.3 to a Current Report on Form 8-K, dated December 6, 2016 and is incorporated by reference herein.
Compensatory Arrangement of Interim Chief Financial Officer
On March 20, 2018, the Compensation Committee of the Board determined that Mr. Galvan will receive an additional amount of $14,500 per month for each calendar month (prorated for any partial month) for his service as interim Chief Financial Officer, in addition to Mr. Galvan’s existing compensation and benefits for his continued role as Senior Vice President and Chief Accounting Officer.
Item 7.01
Regulation FD Disclosure.
On March 20, 2018, C&J issued a press release announcing the departure of the Company’s Chief Financial Officer and appointment of an interim Chief Financial Officer, as described under Item 5.02 of this Current Report. A copy of the press release is furnished as Exhibit 99.1 hereto pursuant to Item 7.01 of Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.





Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description
 
Waiver and Release Agreement with Mark Cashiola, dated March 20, 2018
 
First Amendment to Employment Agreement dated as of November 30, 2016 by and between C&J Energy Services Ltd. and Mark Cashiola, which includes the Amended and Restated Employment Agreement dated June 15, 2016 by and between the Company and Executive as Exhibit A (filed as Exhibit 10.3 to a Current Report on Form 8-K, dated December 6, 2016 and incorporated by reference herein)
 
Press Release, issued March 20, 2018 (furnished and not filed for purposes of Item 7.01)
*
 
Filed Herewith
+
 
Furnished Herewith






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
C&J ENERGY SERVICES, INC.
 
(Registrant)
 
 
 
/s/ Danielle Hunter
 
Name: Danielle Hunter
 
Title: Executive Vice President, General Counsel, Chief
 
Risk and Compliance Officer and Corporate Secretary
Date: March 21, 2018




WAIVER AND RELEASE AGREEMENT
Pursuant to the terms of that certain Employment Agreement between me (Mark Cashiola) and C&J Energy Services Ltd., dated June 15, 2016, as amended November 30, 2016, and assigned to and assumed by C&J Energy Services, Inc. as successor to C&J Energy Services Ltd. effective January 6, 2017 (the “ Employment Agreement ”), and in exchange for (A) the benefits provided in Section 4.3(b) of the Employment Agreement, except as modified herein, and (B) the benefits provided in this Waiver and Release Agreement (herein so called), which are in addition to and, with respect to the 2018 Annual Bonus, in replacement of, the benefits provided in the Employment Agreement, including (1) the waiver of certain post-employment restrictions contained in the Employment Agreement as set forth on Appendix I hereto, (2) the accelerated vesting of the 7,755 performance shares granted on December 13, 2017, which acceleration I acknowledge will occur solely by reason of this Waiver and Release Agreement and without regard to the terms of any other agreement between me and the Company, and (3) immediate cash payment of the 2018 Annual Bonus in an amount based on the target value determined by the Compensation Committee for the year, which immediate payment based on target value I acknowledge is in replacement of the payment that would otherwise be due pursuant to Section 4.3(b)(1) of the Employment Agreement, which immediate cash payment will occur solely by reason of this Waiver and Release Agreement and without regard to the terms of any other agreement between me and the Company (collectively the “ Separation Benefits ”), I hereby waive all claims against and release: (i) C&J Energy Services, Inc. and its directors, officers, employees, agents, insurers, investors, predecessors, successors and assigns (collectively referred to as the “ Company ”), (ii) all of the affiliates (including all parent companies and all wholly or partially owned subsidiaries) of the Company and their respective directors, officers, employees, agents, insurers, investors, predecessors, successors and assigns (collectively referred to as the “ Affiliates ”), (iii) the Company’s and its Affiliates’ employee benefit and incentive plans and the fiduciaries and agents of said plans (collectively referred to as the “ Benefit Plans ”); and (iv) the Company’s and its Affiliates’ equity incentive and equity investment plans and the fiduciaries and agents of said plans (collectively referred to as the “ Equity Plans ”) from any and all claims, demands, actions, liabilities and damages arising out of or relating in any way to my employment with or separation from employment with the Company and its Affiliates other than benefits due pursuant to Section 4.3(b) of the Employment Agreement (as modified herein) and rights and benefits I am entitled to under the Benefit Plans or Equity Plans. (The Company, its Affiliates, the Benefit Plans and the Equity Plans are sometimes hereinafter collectively referred to as the “ Released Parties .”) I expressly acknowledge that I would not otherwise be entitled to any of the Separation Benefits (or any portion thereof) but for my timely entry into (and non-revocation of) this Waiver and Release Agreement.
I understand that signing this Waiver and Release Agreement is an important legal act. I acknowledge that I have been advised (and am hereby advised in writing) to consult an attorney before signing this Waiver and Release Agreement. I understand that, in order to be eligible for the Separation Benefits, I must sign (and return to the Company) on or before April 11, 2018 this Waiver and Release Agreement before I will receive the Separation Benefits. I acknowledge that I have been given at least twenty-one (21) days to consider whether to accept the Separation Benefits and whether to execute this Waiver and Release Agreement.
In exchange for the Separation Benefits (and any portion thereof), (1) I agree not to sue in any local, state and/or federal court regarding or relating in any way to my employment with or separation from employment with the Company and/or any of its Affiliates, and (2) I knowingly and voluntarily waive all claims and release the Released Parties from any and all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or relating in any way to my employment with or separation from employment with the Company and/or any of its Affiliates, except to the extent that my rights are vested under the terms of any employee benefit plans sponsored by the Company and its Affiliates and except with respect to such rights or claims as may arise after the date this Waiver and Release Agreement is executed by me. This Waiver and Release Agreement includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended; the Age

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Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act of 1990); the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Workers Adjustment and Retraining Notification Act of 1988; the Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; the Family and Medical Leave Act of 1993; the Occupational Safety and Health Act; the the Texas Labor Code including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act ; claims in connection with workers’ compensation, retaliation or “whistleblower” statutes; and/or contract, tort, defamation, slander, wrongful termination or any other state or federal regulatory, statutory or common law. Further, I expressly represent that no promise or agreement which is not expressed in this Waiver and Release Agreement has been made to me in executing this Waiver and Release Agreement, and that I am relying on my own judgment in executing this Waiver and Release Agreement, and that I am not relying on any statement or representation of the Company or its Affiliates or any of their agents. I agree that this Waiver and Release Agreement is valid, fair, adequate and reasonable, is with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming or failing to inform me. I acknowledge and agree that the Company will withhold the minimum amount of any taxes required by federal or state law from the Separation Benefits otherwise payable to me.
This Waiver and Release Agreement does not apply to any claims for unemployment compensation or any other claims or rights which, by law, cannot be waived, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Further, nothing in this Agreement limits or prevents me from receiving an award for information provided to the SEC or other Governmental Agency (each as defined in Appendix I hereto). Notwithstanding anything to the contrary in this Waiver and Release Agreement, I do not release, and expressly retain (a) all rights to indemnity, contribution, and a defense, and directors and officers and other liability coverage that I may have under any statute, the bylaws of the Company or by other agreement; (b) the right to receive the Separation Benefits; and (c) the right to any unpaid reasonable business expenses and any accrued benefits payable under any Company welfare plan or tax-qualified plan or other Benefit Plans.
I acknowledge that the Company’s provision of the Separation Benefits is not an admission by any one or more of the Released Parties that they engaged in any wrongful or unlawful act or that they violated any federal or state law or regulation. I acknowledge that neither the Company nor its Affiliates have promised me continued employment or represented to me that I will be rehired in the future. I acknowledge that my employer and I contemplate an unequivocal, complete and final dissolution of my employment relationship. I acknowledge that this Waiver and Release Agreement does not create any right on my part to be rehired by the Company or its Affiliates, and I hereby waive any right to future employment by the Company or its Affiliates.
I understand that for a period of seven (7) calendar days following the date that I sign this Waiver and Release Agreement, I may revoke my acceptance of this Waiver and Release Agreement, provided that my written statement of revocation is received on or before that seventh ( 7 th )) day by the Company’s General Counsel, in which case the Waiver and Release Agreement will not become effective. If I timely revoke my acceptance of this Waiver and Release Agreement, the Company shall have no obligation to provide the Separation Benefits to me. I understand that failure to revoke my acceptance of the offer within seven (7) calendar days from the date I sign this Waiver and Release Agreement will result in this Waiver and Release Agreement being permanent and irrevocable.
Should any of the provisions set forth in this Waiver and Release Agreement be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release Agreement.

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I acknowledge that this Waiver and Release Agreement sets forth the entire understanding and agreement between me and the Company and its Affiliates concerning the subject matter of this Waiver and Release Agreement and supersedes any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or its Affiliates.
I acknowledge that I have read this Waiver and Release Agreement, have had an opportunity to ask questions and have it explained to me and that I understand that this Waiver and Release Agreement will have the effect of knowingly and voluntarily waiving any action I might pursue, including but not limited to breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin, or disability or other protected characteristic, and any other claims arising prior to the date this Waiver and Release Agreement is signed by me. By execution of this document, I do not waive or release or otherwise relinquish any legal rights I may have which are attributable to or arise out of acts, omissions, or events of the Company or its Affiliates which occur after the date of the execution of this Waiver and Release Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement, to be effective as of March 20, 2018.
 
C&J ENERGY SERVICES, INC.
 
 
 
  /s/ Don Gawick
 
Name: Don Gawick
 
Title: President & Chief Executive Officer
 
 
 
March 20, 2018
 
 
 
 
 
MARK CASHIOLA
 
 
 
  /s/ Mark Cashiola
 
 
 
March 20, 2018


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Appendix I
Sections 7.1(a) and 7.1(b) of the Employment Agreement contain restrictive covenants prohibiting Mark Cashiola (“ you ”) from engaging in certain customer solicitation and competitive activity during the Prohibited Period (as defined in the Employment Agreement), which is a period of one (1) year following your termination of employment.
Additionally, each of the following agreements between you and the Company (collectively, the “ Equity Agreements ”) entered between you and the Company contain additional restrictive covenants prohibiting you from engaging in certain activities, including on a post-termination of employment basis:
Restricted Share Agreement dated February 5, 2017
Stock Option Agreement dated February 5, 2017
Restricted Share Agreement dated December 13, 2017
Stock Option Agreement dated December 13, 2017
Performance Share Agreement dated December 13, 2017
In entering into the Waiver and Release Agreement, the Company agrees to provide to you a conditional waiver of the non-competition and customer non-solicitation covenants set forth in Sections 7.1(a) and (b) of the Employment Agreement and in the Equity Agreements. This waiver is conditioned upon and subject to (x) your timely signing and return of, and subsequent non-revocation in the time provided to do so of, the Waiver and Release Agreement, (y) your adherence the confidentiality, non-disparagement, employee non-solicitation and other restrictive covenants contained in the Employment Agreement and the Equity Agreements (collectively, the “ Continuing Covenants ”).
You expressly acknowledge and agree that the Continuing Covenants are valid, enforceable, and reasonable in all respects. You also agree that, if you breach or violate any of the Continuing Covenants then, in addition to any other rights and remedies available to the Company, the Company will be entitled, at its option, to revoke and terminate this conditional waiver, and enforce the restrictive covenants set forth in the Employment Agreement and the Equity Agreements to the fullest extent allowed (including, but not limited to, through temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever) by law and equity, and you will be liable for all of the Company’s costs of enforcement, including, but not limited to, reasonable legal fees.
You understand, acknowledge and agree that a breach by you of the Continuing Covenants would cause immediate and irreparable harm to the Company for which any monetary remedy would be inadequate and that the Company, in addition to any other relief available to it under the Employment Agreement and the Equity Agreements, will be entitled at its discretion to seek temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond whatsoever. In the event that the provisions of the Waiver and Release Agreement, the Employment Agreement and the Equity Agreements should ever be deemed to exceed the limitation provided by applicable law, then you and the Company agree that such provisions will be reformed to set forth the maximum limitations permitted.
You understand, acknowledge and agree that nothing herein or in the Employment Agreement or Equity Agreements shall prohibit or restrict you from lawfully (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the SEC or any governmental or regulatory agency, entity, or official(s) (collectively, “ Governmental Authorities ”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to you individually from any such Governmental Authorities; (iii) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities

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relating to a possible violation of law, including providing documents or other confidential information to such Governmental Authorities; (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law; or (v) receiving an award for information provided to the SEC. Additionally, nothing herein nor in the Employment Agreement and Equity Agreements shall be construed or applied to require you to obtain prior authorization from the Company before engaging in any of the foregoing conduct, or to notify the Company of having engaged in any such conduct. For the avoidance of doubt, no agreement (including the Waiver and Release Agreement (including this Appendix I), the Employment Agreement or Equity Agreement or any other Company policy, plan or code) will be interpreted or applied to prevent any of the above-described disclosures.

/s/ Don Gawick                    
Signed by Don Gawick

March 20, 2018

Acknowledged and Agreed on this

20th day of March, 2018.


/s/ Mark Cashiola                    
Signed by Mark Cashiola



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PRESSRELEASECFOIMAGE1.JPG              NEWS RELEASE


C&J Energy Services Announces Management Change

HOUSTON, TEXAS, March 20, 2018 – C&J Energy Services, Inc. (“C&J” or the “Company”) (NYSE: CJ) today announced that Mark Cashiola, C&J’s Chief Financial Officer (“CFO”), has resigned effective immediately to pursue other opportunities.

C&J has retained a leading executive placement firm to assist in recruiting a new CFO. Mike Galvan, currently C&J’s Senior Vice President and Chief Accounting Officer, will assume the additional role of CFO on an interim basis until a replacement is appointed. Mr. Galvan joined our Company in 2014 as part of the financial leadership team working with the CFO. He has approximately 25 years of accounting and financial experience and, among other duties, is currently responsible for the Company’s accounting and financial reporting processes. There are no issues involving the Company’s financial statements, internal controls or financial reporting procedures that led to Mr. Cashiola’s departure.

“On behalf of the Company’s Board and our C&J family, I thank Mark for his contributions as our Chief Financial Officer over the last nearly two years, and for his service since joining us in 2011. He has fulfilled a valuable role, stepping up into the CFO position to help guide our Company through a successful financial restructuring,” said Don Gawick, President and Chief Executive Officer and member of C&J’s Board of Directors, “We wish him the very best in his future endeavors.”

Mr. Gawick continued, “Mark played a significant role in assisting us through the period following restructuring and helping position us for growth, continued financial improvement and increased shareholder value. We look forward to updating all of our stakeholders about our plans in the coming weeks.”

About C&J Energy Services

C&J Energy Services is a leading provider of well construction and intervention, well completion, well support and other complementary oilfield services to oil and gas exploration and production companies throughout the United States. We offer a comprehensive, vertically-integrated suite of services and

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technology throughout the life cycle of the well, including fracturing, cased-hole wireline and pumping, cementing, coiled tubing, rig services, fluids management, and other specialty support services. We are headquartered in Houston, Texas and operate in all active onshore basins of the continental United States. For additional information about C&J, please visit www.cjenergy.com .


C&J Energy Services Investor Contact
Daniel E. Jenkins
Vice President – Investor Relations
investors@cjenergy.com
1-713-260-9986



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