Item 2.05 - Costs Associated with Exit or Disposal Activities
The disclosure under Item 7.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.05.
Item 5.07 - Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders on
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 216,982,413 21,481,625 2,750,091 165,031,132 Michael B. Decker 214,056,496 24,396,426 2,761,207 165,031,132 Christian S. Kendall 230,964,838 7,783,320 2,465,971 165,031,132 Gregory L. McMichael 226,445,486 11,914,047 2,854,596 165,031,132 Kevin O. Meyers 230,394,946 8,015,694 2,803,489 165,031,132 Lynn A. Peterson 229,474,698 8,948,698 2,790,733 165,031,132 Randy Stein 225,358,923 13,042,264 2,812,942 165,031,132 Mary M. VanDeWeghe 226,904,782 11,431,469 2,877,878 165,031,132
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:
For Against Abstain Broker Non-Votes 220,105,884 15,552,085 5,556,160 165,031,132
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:
For Against Abstain Broker Non-Votes 217,549,441 19,797,000 3,867,688 165,031,132 2
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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:
For Against Abstain Broker Non-Votes 346,998,908 56,986,592 2,259,761 -
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
For Against Abstain Broker Non-Votes 382,320,013 16,587,352 7,337,896 -
Item 7.01 - Regulation FD Disclosure
In late
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-K: Exhibit Number Description 10.1*Denbury Resources Inc. 2004 Omnibus Stock and Incentive Plan, as amended and restated effective as ofMarch 26, 2020 . * Included herewith. 3
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