pre14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by
the Registrant þ
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Denbury Resources Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TABLE OF CONTENTS
NOTICE OF
SPECIAL MEETING
OF STOCKHOLDERS
October 12, 2007
To our Stockholders:
You are hereby notified that a special meeting of stockholders
of Denbury Resources Inc., a Delaware corporation
(Denbury or the Company), will be held
at the Denbury offices located at 5100 Tennyson Parkway,
Suite 1200, Plano, Texas 75024, at 3:00 PM Central
Time, on Monday, November 19, 2007, for the following
purposes:
(1) to approve an amendment to our Restated Certificate of
Incorporation, as amended, to increase the number of shares of
our authorized common stock from 250,000,000 shares to
600,000,000 shares;
(2) to approve an amendment to our Restated Certificate of
Incorporation, as amended, to split our common shares
2-for-1;
(3) to grant authority to the Company to extend the
solicitation period in the event that the special meeting is
postponed or adjourned for any reason; and
(4) to transact such other business as may properly come
before the special meeting or any adjournment or postponement
thereof.
Only stockholders of record at the close of business on
October 8, 2007 are entitled to notice of and to vote at
the special meeting.
Stockholders are urged to vote their proxy promptly by either
returning the enclosed proxy, voting by telephone or voting via
the internet, each as more fully described in the enclosed proxy
statement, whether or not they expect to attend the meeting in
person. If your shares are held in street name by a broker or
bank, you will need to obtain a written proxy from the broker,
bank or other nominee holding your shares to be able to vote at
the meeting.
Phil Rykhoek
Senior Vice President, Chief Financial Officer
and Secretary
It is important that proxies be returned promptly. Therefore,
stockholders are urged to vote and return their proxy whether or
not they expect to attend the meeting in person. You may revoke
your proxy at any time before it is voted.
DENBURY
RESOURCES INC.
Proxy
Statement
Special Meeting of
Stockholders
to be held on Monday, November 19, 2007
THIS PROXY STATEMENT AND THE ENCLOSED PROXY ARE FURNISHED IN
CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF DENBURY
RESOURCES INC., a Delaware corporation (Denbury
or the Company), of proxies to be voted at the
special meeting of the stockholders of Denbury to be held at the
Denbury offices located at 5100 Tennyson Parkway,
Suite 1200, Plano, Texas 75024, at 3:00 PM Central
Time, on Monday, November 19, 2007, or at any adjournment
or postponement thereof, for the purposes set forth in the
accompanying Notice of Special Meeting of Stockholders. We do
not know of any matters other than those listed on the notice
that will be presented for action at the special meeting.
This proxy statement and proxy card will be mailed to
stockholders on or about October 12, 2007.
RECORD
DATE AND COMMON STOCK OUTSTANDING
Our board of directors has fixed the record date for the meeting
as of the close of business on October 8, 2007. Only
Denbury stockholders of record as of the record date are
entitled to receive notice of and to vote at the meeting. On the
record date, there were
approximately shares
of common stock of Denbury, par value $.001 per share, issued
and outstanding and entitled to vote.
VOTING OF
COMMON STOCK
A proxy card is included with this proxy statement. In order to
be valid and acted upon at the meeting, your proxy card must be
received by the Secretary of Denbury or by our transfer agent,
American Stock Transfer and Trust, 6201
15th Avenue,
Brooklyn, New York 11219, before the time set for the holding of
the meeting or any adjournment thereof. You may also vote your
shares by phone, (800)-PROXIES, or may vote via the Internet at
www.voteproxy.com.
If you submit a proxy, you may revoke it any time prior to the
meeting, or if you attend the meeting personally, you may revoke
your proxy at that time and vote in person. In addition,
regardless of which method you used to submit your proxy, you
may revoke it by any later-dated vote via the telephone, the
Internet or in writing. This later dated proxy may be deposited
at either our registered office or our principal place of
business, at any time up to the time of the meeting, or with the
Chairman of the meeting on the day of the meeting. If your
shares are held in street name by a broker or bank, you will
need to obtain a written proxy from the broker, bank or other
nominee holding your shares to be able to vote at the meeting.
You should note that your mere presence at the meeting, however,
will not constitute a revocation of a previously submitted proxy.
In order for us to have a quorum at the special meeting, we must
have present in person or represented by proxy stockholders
holding at least one-third of our issued and outstanding shares
of common stock entitled to vote at the meeting, or at
least shares.
If you are a holder of our common stock, you are entitled to one
vote at the meeting for each share of common stock that you held
as of the record date. For the purpose of determining whether a
quorum is present at the meeting and whether the proposals have
received the requisite affirmative votes described below,
stockholders of record who are present at the meeting in person
or by proxy and who abstain are considered stockholders who are
present and entitled to vote, and their shares count toward the
quorum.
For Proposals One and Two to amend our Restated
Certificate of Incorporation to increase the authorized shares
of common stock and to effect the
2-for-1
split of the common stock, respectively to be
approved, they will each have to receive the affirmative vote of
at least a majority of the outstanding shares entitled to vote.
For Proposal Three to allow the Company to
extend the solicitation period if the special
1
meeting is postponed or adjourned to be approved, it
will have to receive the affirmative vote of the majority of the
shares present in person or represented by proxy at the meeting
and entitled to vote. Because brokers are entitled to vote
uninstructed shares on all three of these proposals, broker
non-votes, if any, will have the same effect on each proposal as
a negative vote. Abstentions will also have the same effect on
each proposal as a negative vote.
We will vote all properly executed proxies at the meeting in
accordance with the direction on the proxy. You should note
that if no direction is indicated, the shares will be voted FOR
all of the proposals. Our Board has designated Ron Greene,
Gareth Roberts
and/or Phil
Rykhoek to serve as proxies. We do not know of any matters,
other than those matters listed on the Notice of Special Meeting
of Stockholders that will be brought before the meeting.
However, if any other matters are properly presented for action
at the meeting, we intend for Ron Greene, Gareth Roberts
and/or Phil
Rykhoek, as proxies named in the enclosed proxy card, to vote at
their discretion on such matters.
PERSONS
MAKING THE SOLICITATION
We will bear all the costs incurred in the preparation and
mailing of the proxy, proxy statement and Notice of Special
Meeting. In addition to solicitation by mail, our directors,
officers or employees may solicit proxies by personal
interviews, telephone or other means of communication. If they
do so, these individuals will not receive any special
compensation for these services. We may also request brokerage
firms, banks, nominees, custodians, and fiduciaries to forward
proxy materials to the beneficial owners of shares of our common
stock as of the record date and will reimburse such persons for
the cost of forwarding the proxy materials in accordance with
customary practice. Even though we have not made any provision
to do so, we may also retain a proxy solicitor to assist us with
the distribution and solicitation of proxies for the meeting at
our expense.
PROPOSAL ONE:
TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK
Denburys Restated Certificate of Incorporation currently
authorizes the issuance of 250,000,000 shares of
Denburys common stock and 25,000,000 shares of
Denburys preferred stock. As of September 15, 2007,
approximately 122,365,000 shares of common stock and no
shares of preferred stock were outstanding. In addition, we had
approximately 6,040,000 shares of common stock subject to
outstanding options and stock appreciation rights and
approximately 3,305,000 shares of common stock reserved for
issuance pursuant to future grants under our employee and
director benefit plans. As of September 15, 2007, we also
had approximately 370,000 shares of common stock held in
treasury.
Description
of the Proposed Amendment to Increase Our Authorized Common
Stock
Our board of directors has unanimously approved, subject to
stockholder approval, an amendment to Article IV of our
Restated Certificate of Incorporation to increase the number of
shares of common stock we are authorized to issue from
250,000,000 shares to 600,000,000 shares. Nothing in
the proposed amendment would change the number of authorized
shares of Denburys preferred stock. The full text of the
proposed amendment is set out in Appendix A to this proxy
statement.
We amended our Restated Certificate of Incorporation on
November 8, 2005 to increase our authorized common stock
and effect a
2-for-1
stock split. The term Restated Certificate of
Incorporation as used herein refers to our Restated
Certificate of Incorporation filed December 29, 2003, as
amended by the Certificate of Amendment of Restated Certificate
of Incorporation filed November 8, 2005.
If Proposal One and Proposal Two are both approved by
the stockholders, we will promptly file a Certificate of
Amendment to our Restated Certificate of Incorporation with the
Secretary of State of Delaware containing the amendments set out
on Appendix A and Appendix B to this proxy statement.
The amendments will become effective as of the close of business
on a date specified therein, which we expect to be on or
2
about December 5, 2007. On the effective date of the
amendments, Denbury will be authorized to issue up to a total of
600,000,000 shares of its common stock. The additional
shares of authorized common stock, when issued, would have the
same rights and privileges as the shares of common stock
currently issued and outstanding. If either Proposal One or
Proposal Two is not approved by the stockholders, no
amendment will be filed and neither Proposal will be implemented.
Purpose
and Intended Effect of the Proposed Amendment to Increase Our
Authorized Common Stock
The board of directors has determined to effect a
2-for-1
stock split of the common stock of the Company, but without an
increase in our authorized shares, there would not be enough
authorized shares of common stock to effect the
2-for-1
stock split. The Board also believes it is in Denburys
best interest to increase the number of authorized shares of
common stock beyond the number necessary to effect the stock
split in order to have additional shares available for future
issuance to meet business needs as they arise, without
experiencing the delay or cost of a stockholders meeting to
approve additional authorized shares at that time. Such business
needs may include potential for another
2-for-1
stock split, as well as potential equity financings,
acquisitions, new or modified employee benefit plans, and other
proper corporate purposes identified by the Board in the future.
Any future issuances of our common stock would remain subject to
separate stockholder approval if required by Delaware law or the
regulations of the New York Stock Exchange.
If Proposal One and Proposal Two are both approved by
the stockholders, upon the effective date of the Amendment to
our Restated Certificate of Incorporation (based on data as of
September 15, 2007), Denbury would have approximately
263,420,000 shares either outstanding or reserved for
future issuance under our employee and director benefit plans
following the
2-for-1
stock split, leaving us with 336,580,000 additional shares of
common stock authorized and available for future issuance. If
either Proposal One or Proposal Two is not approved by
the stockholders, the number of authorized shares of our common
stock will remain at 250,000,000, the
2-for-1
stock split described in Proposal Two will not be effected
and Denbury would have approximately 118,290,000 shares of
common stock (as of September 15, 2007) which remain
authorized and available for future issuance, in addition to the
shares reserved under our employee and director benefit plans.
Other
Potential Effects of the Proposed Amendment to Increase Our
Authorized Common Stock
Other than as described in Proposal Two and as permitted or
required under Denburys existing employee benefit plans
and outstanding awards under such plans, the board of directors
has no immediate plans, understandings, agreements or
commitments to issue additional shares of common stock for any
purpose. No additional action or authorization by our
stockholders would be necessary, however, prior to the issuance
of any such additional shares, unless required by applicable law
or the regulations of the New York Stock Exchange. Our
stockholders do not have preemptive rights with respect to our
common stock. As a result, if the board of directors elects to
issue additional shares of common stock, existing stockholders
will not have a preferential right to purchase such shares and
could, therefore, experience a significant reduction in their
interests with respect to earnings per share, voting,
liquidation value and book and market value per share if the
additional authorized shares are issued other than through a
stock split or stock dividend to all stockholders.
An increase in the authorized shares of common stock and the
subsequent issuance of such shares could also have the effect of
delaying or preventing a change in control of Denbury. Shares of
authorized and unissued common stock could be issued, within the
limits of applicable law, in one or more transactions that would
make a change of control of Denbury more difficult and
time-consuming and, therefore, less likely. Common stock could
also be issued to existing stockholders as a dividend or
privately placed with purchasers that might side with the board
of directors in opposing a takeover bid, thus discouraging such
a bid. If this proposal is approved, the additional shares of
common stock could also be used in conjunction with other
potential anti-takeover measures already contained in our
Restated Certificate of Incorporation, such as the ability of
the board of directors to issue up to 25,000,000 shares of
preferred stock and to designate the rights and preferences of
the preferred stock without stockholder approval and the
requirement that certain corporate actions be approved by
two-thirds of the members of the board of directors. See the
discussion below under
3
Common Stock Anti-takeover Measures.
These measures have been in existence in our charter since
before Denbury was domesticated as a Delaware corporation in
April 1999, and will not be changed by the proposed amendment.
The board of directors is not aware of any specific effort by
any party to gain control of Denbury and has not approved the
proposed amendment to discourage any such effort.
Common
Stock
The following is a summary of the key terms and provisions of
our common stock. You should refer to the applicable provisions
of our Restated Certificate of Incorporation, bylaws and the
Delaware General Corporation Law for a complete statement of the
terms and rights of our capital stock.
Voting Rights. Each holder of common stock is
entitled to one vote per share. Subject to the rights, if any,
of the holders of any series of preferred stock pursuant to
applicable law or the provision of the certificate of
designation creating that series, all voting rights are vested
in the holders of shares of common stock. Each holder of shares
of common stock have noncumulative voting rights, which means
that in elections for directors, each such stockholder may not
cumulate or aggregate
his/her vote
to give a single candidate more than one vote per share.
Dividends. Dividends may be paid to the
holders of common stock when, as and if declared by the board of
directors out of funds legally available for their payment,
subject to the rights of holders of any preferred stock. We have
never declared a cash dividend and intend to continue our policy
of using retained earnings for expansion of our business.
Rights upon Liquidation. In the event of our
voluntary or involuntary liquidation, dissolution or winding up,
the holders of our common stock will be entitled to share
equally, in proportion to the number of shares of common stock
held by them, in any of our assets available for distribution
after the payment in full of all debts and distributions and
after the holders of all series of outstanding preferred stock,
if any, have received their liquidation preferences in full.
Non-Assessable. All outstanding shares of
common stock are fully paid and non-assessable. Our board of
directors has specified in its resolutions approving the
2-for-1
stock split, subject to stockholder approval of
Proposal One and Proposal Two, that an amount equal to
the par value of the shares to be issued will be transferred
from our additional
paid-in-capital
account to our common stock account so that the additional
shares to be distributed in the stock split will be fully paid
and non-assessable when distributed.
Anti-takeover measures. Our Restated
Certificate of Incorporation requires a two-thirds majority vote
by the Board on many significant transactions, including
amending our charter or bylaws, issuing equity securities,
creating any series of preferred stock, issuing debt in excess
of 10% of our assets, making acquisitions or dispositions with a
purchase price in excess of 20% of our assets, or increasing or
decreasing the size of our Board. Because a smaller number of
directors than a majority can join together to block future
transactions, issuances of securities or changes in our
organizational documents, there is an increased possibility that
these transactions will not be accomplished.
No Preemptive Rights. Holders of common stock
are not entitled to preemptive purchase rights in future
offerings of our common stock.
Listing. Our outstanding shares of common
stock are listed on the New York Stock Exchange under the symbol
DNR. Any additional common stock we issue as a
result of the stock split will also be listed on the New York
Stock Exchange.
Required
Vote
Approval of the proposed amendment to our Restated Certificate
of Incorporation to increase our authorized common stock will
require the affirmative vote of the holders of a majority of the
outstanding shares of common stock that are entitled to vote on
this matter. Abstentions and broker non-votes are not
affirmative votes and, therefore, will have the same effect as a
vote against the proposal. No rights of appraisal or similar
rights of dissenters exist with respect to this matter.
4
Recommendation
of the Board
Our board of directors has unanimously approved
Proposal One and recommends that the stockholders vote FOR
the proposal to amend our Restated Certificate of Incorporation
to increase the number of authorized shares of our common
stock.
PROPOSAL TWO:
TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE OF
INCORPORATION TO EFFECT A
2-FOR-1
SPLIT OF OUR COMMON STOCK
Our board of directors has unanimously approved, subject to
stockholder approval, an amendment to Article IV of our
Restated Certificate of Incorporation to effect a
2-for-1
split of our common stock. The full text of the proposed
amendment is set out in Appendix B to this proxy statement.
If Proposal One and Proposal Two are both approved by
the stockholders, we will promptly file a Certificate of
Amendment to our Restated Certificate of Incorporation with the
Secretary of State of Delaware containing the amendments set out
on Appendix A and Appendix B to this proxy statement.
Each holder of common stock on the effective date of the
amendment would be entitled to receive one additional share of
common stock for each share of common stock held on that date.
Shares of Denbury common stock held in treasury and subject to
outstanding options or reserved for issuance pursuant to future
grants under our employee benefit plans would also be split
2-for-1 in
the same manner and at the same time as the shares of
outstanding common stock. Pursuant to the anti-dilution
provision of our outstanding options, the exercise price of
those options would be adjusted to one-half of the pre-split
exercise price and the options would become exercisable for
twice as many shares of common stock as prior to the stock
split. If either Proposal One or Proposal Two is not
approved by the stockholders, no amendment will be filed and
neither Proposal will be implemented.
The Board believes that the
2-for-1
stock split is in the best interest of the Company and our
stockholders because the increase in the number of issued and
outstanding shares of common stock that would result from the
stock split will place the market price of the common stock in a
range that is increasingly attractive to investors and may
result in a broader market and increased liquidity for our
shares. The
2-for-1
stock split is subject to the approval of Proposal One,
however, because without the increase in our authorized shares
of common stock, there are not enough shares of common stock to
effect the stock split. If Proposal One and
Proposal Two are both approved by the stockholders, the
stock split would result in the additional issuance of
approximately 122,365,000 shares of common stock, based on
the number of shares of our common stock outstanding as of
September 15, 2007 and our treasury stock as of
September 15, 2007. As of the same date, we had
approximately 6,040,000 shares subject to outstanding
options and approximately 3,305,000 shares reserved for
issuance pursuant to future grants under our employee and
director benefit plans, which would be increased to
approximately 12,080,000 and 6,610,000 shares,
respectively, reserved for issuance under such plans if the
proposed amendments are approved.
Required
Vote
Approval of the proposed amendment to our Restated Certificate
of Incorporation to effect a
2-for-1
stock split of our common stock will require the affirmative
vote of the holders of a majority of the outstanding shares of
common stock that are entitled to vote on this matter.
Abstentions and broker non-votes are not affirmative votes and,
therefore, will have the same effect as a vote against the
proposal. No rights of appraisal or similar rights of dissenters
exist with respect to this matter.
Recommendation
of the Board
Our board of directors has unanimously approved the proposal
and recommends that the stockholders vote FOR the proposal to
amend our Restated Certificate of Incorporation to effect a
2-for-1
split of our common stock.
5
PROPOSAL THREE:
AUTHORITY TO EXTEND
THE SOLICITATION PERIOD
FOR PROPOSALS ONE AND TWO
We are seeking authority to extend the solicitation period for
Proposals One and Two past the date of the special meeting
to allow us to continue to solicit proxies for them in the event
the special meeting is postponed or adjourned for any reason.
Under our Bylaws and Delaware law, we will have a quorum for
holding a meeting if we have in person or represented by proxy
at least one-third of our issued and outstanding shares of
common stock entitled to vote at the meeting. Under Delaware
law, however, Proposals One and Two must each have the
affirmative vote of the holders of a majority of our
outstanding shares of common stock that are
entitled to vote on the matters. On the other hand, this
Proposal Three to extend the solicitation period can be
approved by the affirmative vote of the majority of shares
present in person or represented by proxy at the meeting
and entitled to vote on the matter. Therefore, if by the
meeting date, a quorum is reached, but less than a majority of
the outstanding shares have voted in favor of either
Proposal One or Proposal Two, we are asking for
specific authority to extend the solicitation period to solicit
the additional votes required. If a majority of the shares
present at the meeting vote in favor of this
Proposal Three, the meeting may be reconvened at a later
time and Denbury may continue to solicit additional votes on
Proposals One and Two until the meeting is reconvened.
Because the approval of a majority of the outstanding shares
required to approve Proposals One and Two is a higher
standard than is required to approve most proposals voted on by
our stockholders in the past, our board of directors believes
that it is particularly important for the Company to be given
the authority to extend the solicitation period to continue to
solicit votes for approval of Proposals One and Two, if
necessary.
The affirmative vote of a majority of shares present in person
or represented by proxy at the meeting and entitled to vote on
Proposal Three is required to extend the period for
soliciting votes on Proposals One and Two past the date of
the special meeting. Abstentions and broker non-votes are not
affirmative votes and, therefore, will have the same effect as a
vote against Proposal Three.
Our board of directors has unanimously approved
Proposal Three and recommends that the stockholders vote
FOR the proposal to give the Company authority to extend the
solicitation period for the special meeting in the event the
special meeting is postponed or adjourned for any reason.
6
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of September 15, 2007, the
stockholders of which we are aware that beneficially own more
than 5% of our issued and outstanding common stock and the
common stock held by our executive officers and directors,
individually and as a group to our knowledge solely based upon
public filings. Unless otherwise indicated, each stockholder
identified in the table is believed to have sole voting and
investment power with respect to the shares beneficially held.
The table includes shares that were acquirable within
60 days following September 15, 2007 under our 1995
Stock Option Plan and our 2004 Omnibus Stock and Incentive Plan.
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Beneficial Ownership of
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Common Stock as of
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September 15,
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2007
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Percent of
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Name and Address of
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Shares
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Beneficial Owner
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Shares
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Outstanding
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Ronald G. Greene
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2,060,146
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(1)(2)
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1.7
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%
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David I. Heather
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35,000
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(1)(3)
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*
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Gregory L. McMichael
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23,800
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(1)
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*
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Randy Stein
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22,631
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(1)
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*
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Wieland F. Wettstein
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77,636
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(1)(4)
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*
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Donald D. Wolf
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40,719
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(1)
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*
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Gareth Roberts
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1,641,755
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(5)
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1.3
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%
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Ronald T. Evans
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332,216
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(6)
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*
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Phil Rykhoek
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326,193
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(6)
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*
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Mark C. Allen
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225,514
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(6)
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*
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Ray Dubuisson
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224,122
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(6)
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*
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Robert Cornelius
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50,746
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(6)
|
|
|
*
|
|
Dan Cole
|
|
|
26,178
|
(6)
|
|
|
*
|
|
Barry Schneider
|
|
|
23,186
|
(6)
|
|
|
*
|
|
Brad Cox
|
|
|
26,679
|
(6)
|
|
|
*
|
|
Charlie Gibson
|
|
|
24,536
|
(6)
|
|
|
*
|
|
All of the executive officers and
directors as a group (16 persons)
|
|
|
5,161,057
|
(7)
|
|
|
4.2
|
%
|
Neuberger & Berman Inc
|
|
|
21,800,743
|
(8)
|
|
|
17.9
|
%
|
605 Third Ave.
New York, NY 10158
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Less than 1% |
|
(1) |
|
Includes (a) 8,000 shares of unvested restricted
common stock for Messrs. Greene, Heather, Wettstein and
Wolf, which vests at the rate of 4,000 shares per year, on
September 15 of each year until fully vested,
(b) 12,000 shares of unvested restricted common stock
for Messrs. McMichael and Stein, which vests at the rate of
4,000 shares per year on December 8, and
January 21, of each year, respectively, until fully vested,
and (b) 2,000 shares of unvested restricted common
stock which cliff vests on January 2, 2010. In addition to
the foregoing vesting provisions, all of these shares will vest
upon death, disability, or a change in control of the Company.
On each vesting date, 40% of such vested shares may be delivered
to the director with the remaining 60% retained and held in
escrow until their ceasing to be a director. |
|
(2) |
|
Includes 40,300 shares of common stock held by
Mr. Greenes spouse in her retirement plan,
68,000 shares held in the Greene Family Charitable
Foundation of which Mr. Greene is the trustee, and
1,325,006 shares held by Tortuga Investment Corp., which is
solely owned by Mr. Greene. Mr. Greenes shares
held by Tortuga Investment Corp. include 90,000 shares that
are pledged as security. |
|
(3) |
|
Includes 17,800 shares of common stock held in a family
trust of which Mr. Heather is a trustee. |
7
|
|
|
(4) |
|
Includes 15,400 shares of common stock held by S.P. Hunt
Holdings Ltd., which is solely owned by a trust of which
Mr. Wettstein is a trustee. Also includes
29,636 shares of common stock held by
Mr. Wettsteins spouse in her retirement plan. |
|
(5) |
|
Includes 196,660 shares of common stock held by a
corporation which is solely owned by Mr. Roberts,
4,456 shares held by his spouse and 347,104 shares
which Mr. Roberts has the right to acquire pursuant to
stock options which are currently vested or which vest within
60 days from September 15, 2007. Also includes
303,818 shares of unvested restricted stock,
122,200 shares of which vest at the rate of
61,100 shares per year on August 6 of each of the next two
years, 164,500 shares of which vest upon the latter of
Mr. Roberts reaching the retirement age of 60 and his
separation from the Company, 2,118 shares of which cliff
vest after four years of service, on January 3, 2010, and
15,000 shares of which cliff vest after three years of
service, on March 31, 2010. In addition to the foregoing
vesting provisions, all of these shares will vest upon death,
disability, or a change in control of the Company. With respect
to one-third of the restricted shares that vest annually,
one-third of the shares that vest on March 31, 2010, and
all of the shares that vest upon retirement, delivery of the
shares will not be made to the officer until that officers
separation from the Company. Mr. Roberts has
918,613 shares pledged as security. |
|
(6) |
|
Includes the following shares of common stock (as shown in the
table below) for each respective individual which they
respectively have the right to acquire pursuant to
(a) stock options that are currently vested or that vest
within 60 days from September 15, 2007,
(b) shares of unvested restricted stock subject to annual
vesting over the next two years on each August 6 (except in the
cases of Messrs. Cornelius and Cole, whose vesting occurs
annually over the next three and four years on each September 5
and October 4, respectively, and Messrs. Schneider,
Cox and Gibson, whose vesting occurs over the next four years on
each August 1), (c) shares of unvested restricted stock
that will cliff vest after four years of service, on
January 3, 2010, (d) shares of unvested restricted
stock that will cliff vest after three years of service, on
March 31, 2010, (e) shares of unvested restricted
stock that will cliff vest after four years of service, on
January 3, 2001, and (f) shares of unvested restricted
stock that vest upon the latter of the officer reaching a
retirement age between the age of 60 and 65, depending on length
of service, and the officers separation from the Company.
In addition to the foregoing vesting provisions, all of these
shares will vest upon death, disability, or a change in control
of the Company. With respect to one-third of the restricted
shares that vest annually, one-third of the shares that vest on
March 31, 2010, and all of the shares that vest upon
retirement, delivery of the shares will not be made to the
officer until that officers separation from the Company. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested
|
|
Unvested
|
|
Unvested
|
|
|
|
|
|
|
Unvested
|
|
Restricted
|
|
Restricted
|
|
Restricted
|
|
Unvested
|
|
|
|
|
Restricted
|
|
Stock
|
|
Stock
|
|
Stock
|
|
Restricted
|
|
|
|
|
Stock
|
|
(Vesting on
|
|
(Vesting on
|
|
(Vesting on
|
|
Stock
|
|
|
Stock
|
|
(Annual
|
|
January 3,
|
|
March 31,
|
|
January 3,
|
|
(Retirement
|
|
|
Options
|
|
Vesting)
|
|
2010)
|
|
2010)
|
|
2011)
|
|
Vesting)
|
Officer
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
Phil Rykhoek
|
|
|
14,870
|
|
|
|
91,000
|
|
|
|
1,513
|
|
|
|
8,750
|
|
|
|
|
|
|
|
122,500
|
|
Ronald T. Evans
|
|
|
34,498
|
|
|
|
91,000
|
|
|
|
1,513
|
|
|
|
8,750
|
|
|
|
|
|
|
|
122,500
|
|
Mark C. Allen
|
|
|
72,328
|
|
|
|
44,200
|
|
|
|
1,068
|
|
|
|
6,250
|
|
|
|
|
|
|
|
59,500
|
|
Ray Dubuisson
|
|
|
71,082
|
|
|
|
44,200
|
|
|
|
1,038
|
|
|
|
5,000
|
|
|
|
|
|
|
|
59,500
|
|
Robert Cornelius
|
|
|
|
|
|
|
37,500
|
|
|
|
|
|
|
|
2,781
|
|
|
|
|
|
|
|
|
|
Dan Cole
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
1,178
|
|
|
|
|
|
|
|
|
|
Barry Schneider
|
|
|
|
|
|
|
19,000
|
|
|
|
852
|
|
|
|
|
|
|
|
742
|
|
|
|
|
|
Brad Cox
|
|
|
|
|
|
|
19,000
|
|
|
|
767
|
|
|
|
|
|
|
|
663
|
|
|
|
|
|
Charlie Gibson
|
|
|
2,000
|
|
|
|
19,000
|
|
|
|
852
|
|
|
|
|
|
|
|
742
|
|
|
|
|
|
|
|
|
(7) |
|
Includes 541,882 shares of common stock which the officers
and directors as a group have the right to acquire pursuant to
stock options which are currently vested or which vest within
60 days from September 15, 2007, and
1,100,177 shares of restricted stock of which vest over
time as indicated above. |
8
|
|
|
(8) |
|
Information based on Schedule 13G filed with the SEC on
February 13, 2007, Neuberger & Berman, Inc.,
claims sole power to vote 10,091,590 shares and shared
power to vote or to direct the vote for 10,464,264 shares
and shared power to dispose or direct the disposition of
21,800,743 shares. |
STOCKHOLDER
PROPOSALS
All future stockholder proposals must be submitted in writing to
Phil Rykhoek, Chief Financial Officer and Secretary, 5100
Tennyson Parkway, Suite 1200, Plano, Texas 75024. In order
for a stockholder proposal to be included in the proxy materials
for our 2008 Annual Meeting of Stockholders, the proposal must
be received by the Company no later than December 7, 2007.
These proposals must also meet other requirements of the
Securities and Exchange Act of 1934 to be eligible for inclusion.
The form of Proxy for our 2008 Annual Meeting of Stockholders
will grant authority to the persons designated therein as
proxies to vote in their discretion on any other matters that
come before the meeting, or any adjournment thereof, that are
not set forth in our proxy statement, except for those matters
as to which adequate notice is received. In order for a notice
to be deemed adequate for purposes of our 2008 Annual Meeting of
Stockholders, it must be received by the Company prior to
February 17, 2008.
OTHER
MATTERS
We know of no other matter to come before the special meeting
other than the matters referred to in the Notice of Special
Meeting. However, if any other matter properly comes before the
meeting, the accompanying proxy will be voted on such matter at
the discretion of the person or persons voting the proxy.
All information contained in this proxy statement relating to
the occupations, affiliations and securities holdings of our
directors and officers and their relationship and transactions
with us is based upon information received from the individual
directors and officers. All information relating to any
beneficial owner of more than 5% of our common stock is based
upon information contained in reports filed by such owner with
the SEC.
By order of the Board of Directors
Phil Rykhoek
Senior Vice President, Chief Financial Officer
and Secretary
9
Appendix A
The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is
625,000,000 shares, consisting of:
(i) 600,000,000 shares of common stock, par value
$.001 per share (the Common Stock), and
(ii) 25,000,000 shares of preferred stock, par value
$.001 per share (the Preferred Stock). Shares of any
class of capital stock of the Corporation may be issued for such
consideration and for such corporate purposes as the Board of
Directors of the Corporation (the Board of
Directors) may from time to time determine. Each
outstanding share of Common Stock shall be entitled to one vote.
A-1
Appendix B
As of the close of business on December 5, 2007 (the
Effective Date), each one (1) issued share of
Common Stock immediately prior to the Effective Date (including
shares held in the treasury of the Corporation) shall
automatically be split into two (2) validly issued, fully
paid and nonassessable shares of Common Stock, par value
one-tenth of a cent ($0.001) per share, without any action on
the part of the holder thereof. Promptly after the Effective
Date, each holder of Common Stock immediately prior to the
Effective Date shall be entitled to receive such number of
additional shares of Common Stock, par value one-tenth of a cent
($0.001) per share, as is equal to such number of shares of
Common Stock, par value one-tent of a cent ($0.001) per share,
held immediately prior to the Effective Date.
B-1
SPECIAL MEETING OF STOCKHOLDERS OF
DENBURY RESOURCES INC. |
Please date, sign and mail your proxy card in the envelope provided as soon as possible. |
Please detach along perforated line and mail in the envelope provided. |
00030030300000000000 8111907 |
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x |
1.Proposal to approve an amendment to our Restated Certificate of Incorporation to increase the number of shares of our authorized common stock from 250,000,000 shares to 600,000,000 shares. |
2.Proposal to approve an amendment to our Restated Certificate of Incorporation to split our common shares 2-for-1. |
3.Proposal to grant authority to the Company to extend the solicitation period in the event that the special meeting is postponed or adjourned for any reason. |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
Signature of StockholderDate:Signature of StockholderDate: |
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL |
MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 19, 2007 |
By signing this proxy, I appoint Ronald G. Greene, Chairman of the Board of Denbury, Gareth Roberts, President and Chief Executive Officer of Denbury and Phil Rykhoek, Secretary, of Denbury, and each of them acting singly, my attorney and proxy, with full power of substitution, to vote on my behalf all of the shares of Denbury Resources Inc. common stock that I am entitled to vote at the Special Meeting of Stockholders to be held on Monday November 19, 200
7, and at any adjournments of the meeting. This proxy revokes any earlier proxy I have signed with respect to these shares. |
If this proxy is properly executed, your shares of Denbury Resources Inc. common stock represented by this proxy will be voted in the manner you specify. If no specification is made, your shares of Denbury Resources Inc. common stock will be voted for both of the proposals to amend our Restated Certificate of Incorporation and for the proposal for authority to extend the solicitation period in the event that the special meeting is postponed or adjourned for
any reason. The proxies are authorized to vote your shares, in their discretion, on any other matter that is properly brought before the meeting. |
(Continued and to be signed on the reverse side.) |
SPECIAL MEETING OF STOCKHOLDERS OF
DENBURY RESOURCES INC. |
PROXY VOTING INSTRUCTIONS |
MAIL Date, sign and mail your proxy card in the envelope provided as soon as possible. |
TELEPHONE Call toll-free 1-800-PROXIES |
(1-800-776-9437) in the United States or 1-718- |
921-8500 from foreign countries and follow theCOMPANY NUMBER instructions. Have your proxy card available when you call.- OR - |
ACCOUNT NUMBER INTERNET Access www.voteproxy.com and follow the on-screen instructions. Have your proxy card available when you access the web page. |
IN PERSON You may vote your shares in person by attending the Special Meeting. |
You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date. |
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. |
00030030300000000000 8111907 |
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x |
1.Proposal to approve an amendment to our Restated Certificate of Incorporation to increase the number of shares of our authorized common stock from 250,000,000 shares to 600,000,000 shares. |
2.Proposal to approve an amendment to our Restated Certificate of Incorporation to split our common shares 2-for-1. |
3.Proposal to grant authority to the Company to extend the solicitation period in the event that the special meeting is postponed or adjourned for any reason. |
JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038 |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
Signature of StockholderDate:Signature of StockholderDate: |
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |