Item 5.07 – Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders on May 28, 2020 (the “Annual Meeting”), the stockholders of Denbury Resources Inc. (the “Company”) considered and voted upon the five proposals listed below (the “Proposals”), each of which is more fully described in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2020 (as supplemented by the additional proxy materials filed with the SEC on May 4, 2020) (the “Proxy Statement”). Holders of 406,245,261 shares of common stock of the Company, representing approximately 80% of the Company’s issued and outstanding shares of common stock as of the March 31, 2020 record date, were present virtually or by proxy at the Annual Meeting, constituting a quorum, and the final voting results with respect to each of the Proposals are set forth below.
Proposal 1: Election of directors. The Company’s stockholders elected eight directors, each to hold office until the next annual meeting and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. The results of the voting were as follows:
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Name of Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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John P. Dielwart
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216,982,413
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21,481,625
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2,750,091
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165,031,132
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Michael B. Decker
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214,056,496
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24,396,426
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2,761,207
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165,031,132
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Christian S. Kendall
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230,964,838
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7,783,320
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2,465,971
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165,031,132
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Gregory L. McMichael
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226,445,486
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11,914,047
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2,854,596
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165,031,132
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Kevin O. Meyers
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230,394,946
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8,015,694
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2,803,489
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165,031,132
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Lynn A. Peterson
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229,474,698
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8,948,698
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2,790,733
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165,031,132
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Randy Stein
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225,358,923
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13,042,264
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2,812,942
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165,031,132
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Mary M. VanDeWeghe
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226,904,782
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11,431,469
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2,877,878
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165,031,132
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The votes “For” each director as set forth above represent the vote of the majority of votes cast with respect to such director nominee at the Annual Meeting.
Proposal 2: Advisory vote to approve the Company’s 2019 named executive officer compensation. The results of the voting were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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220,105,884
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15,552,085
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5,556,160
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165,031,132
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Proposal 3: Approval of the amendment and restatement of the Company’s 2004 Omnibus Stock and Incentive Plan, principally to increase the number of reserved shares. The results of the voting were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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217,549,441
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19,797,000
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3,867,688
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165,031,132
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Proposal 4: Approval of the amendment to the Company’s Second Restated Certificate of Incorporation to (i) effect a reverse stock split of the Company’s outstanding shares of common stock at a ratio determined by its Board of Directors from among certain designated alternatives and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of the Company’s common stock. The results of the voting were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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346,998,908
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56,986,592
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2,259,761
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—
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The Board of Directors will determine the exact timing of the reverse stock split based on its evaluation as to when a reverse stock split would be the most advantageous to the Company and its stockholders. The Board of Directors reserves the right to abandon any reverse stock split without further action by the Company’s stockholders at any time if it determines, in its sole discretion, that a reverse stock split is not in the best interests of the Company and its stockholders.
Proposal 5: Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020. The results of the voting were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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382,320,013
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16,587,352
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7,337,896
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—
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