1-12935
(Commission File Number)
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20-0467835
(I.R.S. Employer Identification No.)
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5320 Legacy Drive,
Plano, Texas
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75024
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(Address of principal
executive offices)
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(Zip code)
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Registrant's telephone number, including area code:
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(972) 673-2000
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(1)
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1/3 will be in the form of a three-year time-vesting restricted stock award which will cliff vest on March 31, 2015;
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(2)
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1/6 will be in the form of one-year performance-based restricted stock which will cliff vest on March 31, 2013, with the same performance criteria as those contained in the comparable 2011 awards, although with metrics modified for 2012; this restricted stock is to be earned during a one-year performance period based upon success in achieving specifically identified operational performance targets chosen by the Committee that reflect controllable Company performance factors which are largely intended to exclude the effect of changes in commodity prices;
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(3)
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1/6 will be in the form of three-year performance-based restricted stock based on comparison of Company TSR to that of Company peers, which will cliff vest on March 31, 2015; and
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(4)
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1/3 will be in the form of three-year cliff-vesting SARs payable in common stock which will vest on March 31, 2015.
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Estimated
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||||||||||||
Estimated
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Shares of
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Estimated
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||||||||||
Shares of
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Performance-
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Shares of
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||||||||||
Time-Vesting
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Based Stock (1)
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Performance-
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||||||||||
Restricted
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(operational performance
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Based Stock
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Estimated
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|||||||||
Stock (1)
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- target amount)
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(TSR)
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SARs (1)
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|||||||||
Phil Rykhoek
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50,555
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25,277
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(2)
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95,628
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||||||||
Robert Cornelius
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29,996
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14,998
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(2)
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56,739
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||||||||
Mark Allen
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29,996
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14,998
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(2)
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56,739
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||||||||
Craig McPherson
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20,134
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10,067
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(2)
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38,085
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||||||||
Ray Dubuisson
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12,000
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6,000
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(2)
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18,915
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(1)
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Estimated based upon a stock price of $15.00 per common share and a Black Scholes value of $7.93 per SAR.
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(2)
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The performance-based restricted stock based upon TSR is expected to be granted in March 2012 with the shares determinable at that time based upon the final selection of a peer group and performance metrics of that grant.
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•
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that time-vesting restricted shares be considered issued and outstanding upon issue but held by the Company's transfer agent until vesting has occurred;
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•
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that performance-vesting restricted shares not be considered issued and outstanding until vesting has occurred; and
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•
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that SARs awarded will have an exercise price equal to the closing price on the NYSE of the shares of the Company's common stock on the predetermined date in early January 2012 for grant of the awards. The SARs will expire seven years from the date of grant. Any increase in the stock price between the exercise price and the stock price on the exercise date will be paid solely in shares of Company common stock.
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Denbury Resources Inc.
(Registrant)
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Date: December 20, 2011
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By:
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/s/ Alan Rhoades
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Alan Rhoades
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Vice President and Chief Accounting Officer
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