Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c)Officer Appointment

Effective June 1, 2022, the Board of Directors of Denbury Inc. (the "Company") appointed David Sheppard as Executive Vice President and Chief Operating Officer of the Company.

Mr. Sheppard, 50, joined the Company in November 2015 and, prior to his promotion, served as the Company's Senior Vice President - Operations. Mr. Sheppard was previously employed at Noble Energy where he held a variety of leadership roles, last serving as the Director of Global Drilling. Mr. Sheppard earned his Bachelor of Science degree in Petroleum Engineering from Texas A&M University.

In connection with Mr. Sheppard's promotion to Executive Vice President and Chief Operating Officer, his base salary rate is being increased by approximately 14% and he was granted equity awards, 60% consisting of 2,509 performance-based TSR awards which cliff vest after a period of approximately three years and 40% consisting of 1,672 shares of time-vested restricted common stock which vest on a generally ratable basis over this same period. Other than the grant date, the terms of the equity awards granted to Mr. Sheppard are the same as those of the equity awards granted to our executive officers in March 2022.

(e)Employee Stock Purchase Plan

At the annual meeting of stockholders on June 1, 2022 (the "Annual Meeting"), the stockholders of the Company voted to approve the Denbury Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). The purpose of the Employee Stock Purchase Plan is to reserve 2,000,000 shares to assist employees of the Company and its participating subsidiaries in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to qualify as an "employee stock purchase plan" under Internal Revenue Code Section 423. The principal terms of the Employee Stock Purchase Plan are described in the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the "SEC") on April 18, 2022 (the "Proxy Statement"), which description is incorporated herein by reference and is qualified in its entirety by the full text of the Employee Stock Purchase Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 - Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the stockholders of the Company considered and voted upon the four proposals listed below (the "Proposals"), each of which is more fully described in the Company's Proxy Statement. Holders of 45,928,310 shares of common stock of the Company, representing approximately 91% of the Company's issued and outstanding shares of common stock as of the April 4, 2022 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
Kevin O. Meyers             44,034,544        623,330         5,523            1,264,913
Anthony M. Abate            44,630,010        27,854          5,533            1,264,913
Caroline G. Angoorly        44,150,643        507,243         5,511            1,264,913
James N. Chapman            44,373,636        284,228         5,533            1,264,913
Christian S. Kendall        44,630,106        27,760          5,531            1,264,913
Lynn A. Peterson            37,724,852       6,933,034        5,511            1,264,913
Brett R. Wiggs              44,386,386        271,498         5,513            1,264,913
Cindy A. Yeilding           44,387,773        270,113         5,511            1,264,913




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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 2021 named executive officer compensation. The results of the voting were as follows:



     For            Against        Abstain        Broker Non-Votes
  44,196,230        158,225        308,942           1,264,913

Proposal 3: Approval of the Company's Employee Stock Purchase Plan. The results of the voting were as follows:



     For            Against        Abstain        Broker Non-Votes
  44,649,572        12,173          1,652            1,264,913

Proposal 4: Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022. The results of the voting were as follows:



     For            Against        Abstain        Broker Non-Votes
  45,783,583        140,391         4,336                -

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 Inc. Employee Stock Purchase Plan    .
       104            The cover page has been formatted in Inline XBRL.



*  Included herewith.

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