Current Report Filing (8-k)

Date : 05/28/2019 @ 11:27AM
Source : Edgar (US Regulatory)
Stock : Denbury Resources Inc (DNR)
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Current Report Filing (8-k)


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 2019
 
DENBURY RESOURCES INC.
(Exact name of registrant as specified in its charter)

Delaware
 
1-12935
 
20-0467835
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer   Identification No.)

5320 Legacy Drive
Plano, Texas
 
75024
 
(972) 673-2000
(Address of principal executive offices)
 
(Zip code)
 
(Registrant’s telephone number, including area code)

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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, par value $.001 per share
 
DNR
 
New York Stock Exchange

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 o

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.    o
 




Section 5 – Corporate Governance and Management

Item 5.07 – Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders on May 22, 2019 (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 24, 2019 (as supplemented by the additional proxy materials filed with the SEC on May 3, 2019, May 14, 2019, and May 20, 2019) (the “Proxy Statement”). Holders of 418,959,950 shares of common stock of the Company, representing approximately 91% of the Company’s issued and outstanding shares of common stock as of the March 25, 2019 record date, were present in person 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:
Name of Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
John P. Dielwart
 
286,750,202
 
14,300,257
 
1,298,732
 
116,610,759
Michael B. Decker
 
284,979,318
 
15,978,231
 
1,391,642
 
116,610,759
Christian S. Kendall
 
291,875,699
 
9,307,333
 
1,166,159
 
116,610,759
Gregory L. McMichael
 
283,431,176
 
17,504,652
 
1,413,363
 
116,610,759
Kevin O. Meyers
 
291,548,177
 
9,250,646
 
1,550,368
 
116,610,759
Lynn A. Peterson
 
292,977,087
 
7,873,389
 
1,498,715
 
116,610,759
Randy Stein
 
288,176,185
 
12,807,033
 
1,365,973
 
116,610,759
Mary M. VanDeWeghe
 
293,111,704
 
7,734,035
 
1,503,452
 
116,610,759

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 2018 named executive officer compensation. The results of the voting were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
285,314,093
 
15,851,739
 
1,183,359
 
116,610,759


Proposal 3: Approval of an amendment to the Company’s Second Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 600,000,000 shares to 750,000,000 shares. The results of the voting were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
377,569,882
 
39,763,374
 
1,626,694
 


2





Proposal 4: 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:
For
 
Against
 
Abstain
 
Broker Non-Votes
286,214,492
 
14,842,385
 
1,292,314
 
116,610,759


Proposal 5: Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. The results of the voting were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
400,175,604
 
14,689,019
 
4,095,327
 


Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

(d)
Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

*
Included herewith.



3



SIGNATURES

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.

 
Denbury Resources Inc.
(Registrant)
 
Date: May 28, 2019
By:
/s/ James S. Matthews
 
 
James S. Matthews
 
 
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary



4



INDEX TO EXHIBITS



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