DEFA14A 1 dnr-2015xproxya.htm DEFINITIVE ADDITIONAL MATERIALS DNR - 2015 - ProxyA

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
Denbury Resources Inc.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 19, 2015, for Denbury Resources Inc.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement and annual report, go to To submit your proxy while visiting this site, you will need the 12 digit control number in the shaded gray box below.
Under new United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to use these procedures for our 2015 Annual Meeting and need YOUR participation.

If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s annual meeting, please make this request on or before May 8, 2015.

Company Notice of Annual Meeting
Tuesday, May 19, 2015
3:00 P.M. (Central Daylight Time)
5320 Legacy Drive, Plano, Texas 75024
The purpose of the Annual Meeting is to take action on the following proposals:
The Board of Directors recommends that you vote FOR the following.
Election of Directors
01 Wieland F. Wettstein
03 John P. Dielwart
05 Kevin O. Meyers
07 Randy Stein
02 Michael B. Decker
04 Gregory L. McMichael
06 Phil Rykhoek
08 Laura A. Sugg
an advisory vote to approve named executive officer compensation;
to vote on the amendment and restatement of our 2004 Omnibus Stock and Incentive Plan, including to increase the number of reserved shares and for Internal Revenue Code Section 162(m) qualification;
to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015; and
to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.