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 May 28, 2020 (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 16, 2020 (as supplemented by the additional proxy materials filed with the SEC on May 4, 2020) (the "Proxy Statement"). Holders of 406,245,261 shares of common stock of the Company, representing approximately 80% of the Company's issued and outstanding shares of common stock as of the March 31, 2020 record date, were present virtually 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       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




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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 PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020. The results of the voting were as follows:

For Against Abstain Broker Non-Votes 382,320,013 16,587,352 7,337,896 -

Item 7.01 - Regulation FD Disclosure

In late May 2020, the Company implemented changes in its workforce as part of its continued focus on cost reductions and to better align its workforce with the current and projected near-term needs of its business. The workforce reduction impacted approximately 60 employees, or 9% of the Company's workforce, including those in the Company's corporate headquarters and those in the field. Approximately two-thirds of the impacted individuals were furloughed, and one-third were released. The Company currently estimates it will incur approximately $2.0 million of one-time cash costs in the second quarter of 2020 for severance and related expenses.

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 of March 26, 2020.



* Included herewith.





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