UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2009
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
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1-12935
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20-0467835 |
(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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5100 Tennyson Parkway
Suite 1200 |
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Plano, Texas
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75024 |
(Address of principal executive offices)
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(Zip code) |
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Registrants
telephone number, including area code: (972) 673-2000 |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Gareth Roberts
On June 30, 2009, Gareth Roberts, founder of Denbury Resources Inc., retired as Chief
Executive Offer and President of the Company, along with resigning his officer and director
positions with all Company subsidiaries. He will be continuing his service on the Companys board
of directors in his new position as Co-Chairman of the board, along with his employment in the
non-officer role of Chief Strategist of the Company.
In connection with his retirement, Mr. Roberts and the Company entered into a Founders
Retirement Agreement (the Agreement) under which on June 30, 2009 he received retirement
compensation of (i) $3.65 million in cash, plus (ii) the Companys issuance to him of $6.35 million
of the Companys 93/4% Senior Subordinated Notes due 2016. Under the Agreement, Roberts will be paid
$250,000 per year for serving as Co-Chairman of the board through 2012. Also, Roberts will be paid
$250,000 per year through 2012 as Chief Strategist, with any unpaid salary as Chief Strategist to
become payable in a lump sum upon a Company change of control (as defined) or Roberts death or
disability, and he will be eligible to participate in the Companys insurance plans through 2012.
Henceforth, Roberts is ineligible to receive future awards under the Companys equity compensation
plans or to participate in the Companys Severance Protection Plan. Assuming his continued service
to the Company as Chief Strategist, Mr. Roberts will be entitled to vest over time in his currently
existing, unvested equity awards granted under the Companys 2004 Omnibus Stock and Incentive Plan
as per the existing terms and conditions of those awards. As part of the Agreement, Roberts has
agreed not to compete with the Company through 2013.
Also, on July 6, 2009, Mr. Roberts entered into a 10b5-1 trading plan providing for the sale
of up to 30,000 shares of the Companys common stock at a specified minimum price between September
14, 2009 and December 31, 2009.
Promotion
of New Executive Officers and Named Executive Officer Compensation Adjustments
On June 30, 2009 the following executives were promoted to serve in the officers positions
indicated below:
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Name |
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Age |
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Position |
Phil Rykhoek
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52 |
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Chief Executive Officer |
Ronald T. (Tracy) Evans
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47 |
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President and Chief Operating Officer |
Mark C. Allen
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41 |
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Senior Vice President, Chief Financial
Officer, Secretary and Treasurer |
Alan Rhoades
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44 |
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Vice President Accounting (Principal
Accounting Officer) |
Messrs. Rykhoek, Evans and Allen have been officers of the Company for approximately 14, 10
and 10 years, respectively. Mr. Alan Rhoades, a Certified Public Accountant, joined Denbury in
July 2003. Before joining Denbury, Mr. Rhoades was Assistant Controller for Amerada Hess
Corporation from 2001 to 2003, and held that same position for Triton Energy Limited from 1996
until it was acquired by Amerada Hess Corporation in 2001. Prior to joining Triton Energy Limited,
Mr. Rhoades was a manager in the accounting firm of KPMG LLP.
As of July 1, 2009, the annual base salaries of the following Named Executive Officers of the
Company were increased to the levels listed below:
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Phil Rykhoek and Tracy Evans |
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475,000 |
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Mark Allen |
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355,000 |
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On June 30, 2009, each of Messrs. Rykhoek, Evans and Allen were granted the long term
incentive awards listed below, valued one-half in shares of restricted stock and one-half in stock
appreciation rights (SARs). The number of shares was determined using the closing price of the
Companys common stock on June 30, 2009 of $14.73 per share as quoted on the New York Stock
Exchange (NYSE), and the number of SARs was determined based on the Black-Scholes valuation of
the SARs as of that same date. Likewise, the Agreed Price (as defined in the Companys 2004
Omnibus Stock and Incentive Plan) to measure appreciation of the SARs is that same $14.73 per share
closing price on the NYSE on June 30, 2009. The shares of
restricted stock and SARs will vest ratably over a three-year
period.
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Total Dollar Value of |
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Shares of |
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Incentive Awards |
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Restricted Stock |
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Number of SARs |
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Phil Rykhoek and
Tracy Evans |
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$300,000 |
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10,183 |
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19,370 |
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Mark Allen |
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$110,000 |
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3,733 |
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7,102 |
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In addition, Mr. Rhoades was granted 30,000 shares of restricted stock subject to ratable annual
vesting over a four-year period.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished in accordance with the provisions of Item 601 of
Regulation S-K:
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Exhibit |
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Number |
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Description of Exhibit |
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10.1
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Founders Retirement Agreement between Denbury Resources
Inc. and Gareth Roberts, effective June 30, 2009 |
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10.2
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$6.350 million 9.75% Senior Subordinated Note due 2016
issued on June 30, 2009 to Gareth Roberts |
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