DEFA14A

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. )

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o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

þ Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

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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SUPPLEMENT TO NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND

DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 28, 2020

The following Notice of Change of Location is a supplement (the “Supplement”) to the Notice of Annual Meeting of Stockholders and definitive proxy statement of Denbury Resources Inc. (the “Company”), dated April 16, 2020, furnished to stockholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, May 28, 2020. The purpose of this Supplement is to announce a change in the location of the Annual Meeting from in-person to a virtual meeting only format. This Supplement is being filed with the Securities and Exchange Commission and is being made available to stockholders on May 4, 2020.

THE NOTICE SHOULD BE READ IN CONJUNCTION WITH THE DEFINITIVE PROXY STATEMENT.

NOTICE OF CHANGE OF LOCATION

OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 28, 2020

To the Stockholders of Denbury Resources Inc.:

Due to the ongoing public health impact of the coronavirus pandemic (COVID-19) and to support the health and well-being of our stockholders, NOTICE IS HEREBY GIVEN that the location of the Annual Meeting of Stockholders (the “Annual Meeting”) of Denbury Resources Inc. (the “Company”) has been changed, and the Annual Meeting will be held in a virtual meeting only format. You will not be able to attend the Annual Meeting in person.

As previously announced, the Annual Meeting will be held on Thursday, May 28, 2020 at 8:00 A.M. Central Daylight Time (CDT). The items of business at the Annual Meeting are the same as set forth in the Notice of Annual Meeting of Stockholders previously made available to you.

As described in the proxy materials for the Annual Meeting previously distributed, only stockholders of record at the close of business on March 31, 2020 are entitled to notice of, and to vote at, the Annual Meeting. The Annual Meeting will be held at www.virtualshareholdermeeting.com/DNR2020. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/DNR2020, stockholders must enter the control number found on their proxy card, voting instruction form or notice. Once properly admitted to the Annual Meeting, stockholders of record as of the record date may vote their shares by following the instructions available on the meeting website during the meeting. Technical support will be available on the virtual Annual Meeting platform at www.virtualshareholdermeeting.com/DNR2020 beginning at 7:30 A.M. CDT on May 28, 2020 by calling 800-586-1548 (US) or 303-562-9288 (International).  The technical support offered through this service is designed to address difficulty related to the virtual meeting website, and it is recommended to contact your broker should you be unable to locate your control number.

Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to vote shares in connection with the Annual Meeting. If you have already submitted your proxy, no additional action is required.

By order of the Board of Directors,

Mark C. Allen

Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

May 4, 2020

The Annual Meeting on Thursday, May 28, 2020 at 8:00 A.M. Central Daylight Time (CDT) is available at www.virtualshareholdermeeting.com/DNR2020. The proxy statement, along with our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2019, are available via the Internet at www.proxyvote.com.

EX-99.1

News

DENBURY RESOURCES ANNOUNCES

VIRTUAL 2020 ANNUAL MEETING OF STOCKHOLDERS

PLANO, TEXAS – May 4, 2020 – Denbury Resources Inc. (NYSE: DNR) (“Denbury” or the “Company”) today announced that due to the ongoing public health impact of the coronavirus pandemic (COVID-19) and to support the health and well-being of our stockholders, the Board of Directors of the Company has decided that it will be hosting its 2020 Annual Meeting of Stockholders (“Annual Meeting”) in a virtual only format. No stockholders or guests will be able to attend the Annual Meeting in person.

The Annual Meeting will be held on its originally scheduled date, Thursday, May 28, 2020, at 8:00 A.M. Central Daylight Time (CDT). Stockholders of record on March 31, 2020, will be able to attend the virtual Annual Meeting by going to www.virtualshareholdermeeting.com/DNR2020 and entering the control number found on their proxy card. Stockholders may access the meeting platform beginning at 7:55 A.M. CDT on May 28, 2020. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page. Technical support will be available beginning at 7:30 A.M. CDT on May 28, 2020 by calling 800-586-1548 (US) or 303-562-9288 (International).

Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting. Voting will also be available for stockholders during the virtual Annual Meeting.

ABOUT DENBURY RESOURCES

Denbury is an independent oil and natural gas company with operations focused in two key operating areas: the Gulf Coast and Rocky Mountain regions. The Company’s goal is to increase the value of its properties through a combination of exploitation, drilling and proven engineering extraction practices, with the most significant emphasis relating to carbon dioxide enhanced oil recovery (CO₂ EOR) operations. For more information about Denbury, please visit www.denbury.com.

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This press release contains forward-looking statements that involve risks and uncertainties that presently cannot be quantified, due to the volatility of domestic and international oil markets and economic consequences of COVID-19 pandemic, and other risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission, including Denbury’s most recent report on Form 10-K, 10-Q and 8-K. These risks and uncertainties are incorporated by this reference as though fully set forth herein. These statements are based on general economic, financial and market, oil pricing, engineering, geological and operating assumptions that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are both subject to a wide range of business risks, and there is no assurance that these goals and projections can or will be met. Actual results may vary materially. In addition, any forward-looking statements represent the Company’s estimates only as of today and should not be relied upon as representing its estimates as of any future date. Denbury assumes no obligation to update its forward-looking statements.

DENBURY CONTACTS:

Mark C. Allen, Executive Vice President and Chief Financial Officer, 972.673.2000

John Mayer, Director of Investor Relations, 972.673.2383