As permitted under the rules of the Securities and Exchange Commission (the “SEC”), the Company is making its proxy materials available to its stockholders electronically via the Internet. On or about April 18, 2022,2023, the Company is sendingsent a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) to its stockholders of record as of the close of business on April 4, 2022.3, 2023. The Notice includes (i) instructions on how to access the Company’s proxy materials and vote via the Internet, (ii) the date, time and virtual location of the annual meeting, (iii) a description of the matters intended to be acted upon at the annual meeting, (iv) a list of the materials being made available electronically, (v) instructions on how a stockholder can request paper copies of the Company’s proxy materials, (vi) any control/identification numbers that a stockholder needs to access the proxy materials and (vii) information about attending and voting at the virtual annual meeting. Following the conclusion of the annual meeting, the Company will answer questions submitted timely in advance that pertain to the business of the annual meeting. SEC rules permit us to deliver a single copy of the Company’s proxy materials to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This benefits both the stockholders and the Company, as it eliminates duplicate mailings and reduces our printing and mailing costs. Each stockholder will continue to receive a separate proxy card or voting instruction card.

You are a stockholder of record if your shares are directly held by you and registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. If you are a stockholder of record, you may vote your shares via the Internet at www.proxyvote.com in accordance with the instructions in the Notice. You may also vote by touch-tone telephone from the United States by calling 1-800-690-6903, or by completing, signing and dating the proxy card and returning the proxy card in the prepaid envelope. In order to be valid and acted upon at the annual meeting, your proxy must be received before 11:59 p.m. Eastern Daylight Time (EDT) on May 31, 2022.2023. Shares represented by proxy will be voted at the annual meeting unless the proxy is revoked at any time prior to the time at which the shares covered by proxy are voted by: (i) timely submitting a proxy with new voting instructions via the Internet or telephone; (ii) timely delivering a valid, later-dated executed proxy card; (iii) delivering a written notice of revocation that is received by our Corporate Secretary at 5851 Legacy Circle, Suite 1200, Plano, Texas 75024, by 11:59 p.m. Eastern Daylight Time (EDT) on May 31, 2022;2023; or (iv) voting at the virtual annual meeting by completing a ballot.

Attending the annual meeting virtually without completing a ballot will not revoke any previously submitted proxy. If you properly complete and sign your proxy card but do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted in accordance with the recommendation of our Board as discussed below.

You are considered a beneficial owner of shares held in “street name” if your shares are held by a broker, bank or other nominee (collectively referred to as a “broker”) on your behalf. If you are a beneficial owner of shares, you will receive instructions from your broker describing how to vote your shares. As a beneficial owner of your shares, you are entitled to direct your broker how to vote your shares. You may instruct your broker on how to vote by completing the voting instruction form provided to you by your broker. You may also vote by telephone or via the Internet if your broker makes such methods available, in which case applicable instructions will be provided to you by your broker. You may change your vote by submitting new voting instructions to your broker in accordance with your broker’s procedures. If you do not timely instruct your broker on how to vote your shares, your broker may vote your shares as it decides with respect to the matter for which it has discretionary authority (ProposalProposal Four (the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm)) in the absence of timely instructions from you.. There are also non-discretionary matters for which your broker does not have discretionary authority to vote unless it receives timely instructions from you: Proposal One (the election of directors), Proposal Two (the non-binding, advisory approval of named executive officer compensation) and Proposal Three (the approvaladvisory vote on the frequency of the Denbury Inc. Employee Stock Purchase Plan)stockholder vote to approve named executive officer compensation). A “broker non-vote” results when a broker does not have discretion to vote on a particular matter, you have not given timely instructions on how the broker should vote your shares and the broker indicates it does not have authority to vote such shares on its proxy. As the beneficial owner of shares, you are invited to attend the virtual annual meeting; however, you may not vote your shares at the annual meeting unless you obtain a written proxy from your broker.

We must have present or represented by proxy at least one-third of our issued and outstanding shares of common stock entitled to vote at the annual meeting in order to have a quorum.  Abstentions and broker non-votes are counted as present at the annual meeting for purposes of determining whether a quorum is present. With respect to Proposal One (the election of directors), you will not be allowed to cumulate your votes.  You are entitled to vote “for” the election of a director nominee, “against” the election of a director nominee, or you may “abstain” from voting with respect to a director nominee. In order for a nominee to be elected as director, such nominee must receive the vote of the majority of the votes cast with respect to such nominee at the annual meeting, where a quorum is present. A majority of votes cast means that the number of shares voted “for” a nominee’s election must exceed the number of shares voted “against” such nominee’s election. Abstentions and broker non-votes will not be counted as votes cast for purposes of the election of directors. In accordance with our Fourth Amended and Restated Bylaws (our “Bylaws”), each incumbent director nominee is required to submit an irrevocable offer of resignation to the Board, which resignation becomes effective if such nominee is not reelected at the annual meeting and the offer of resignation is accepted by the Board.

With respect to Proposals Two, Three and Four, the affirmative vote of a majority of the shares having voting power present or represented by proxy at the annual meeting and entitled to vote on the proposals, where a quorum is present, is required for approval. For Proposal Three, if none of the frequency options receive a majority vote, the option that receives the highest number of votes cast will be considered the frequency selected by stockholders. Abstentions will be included in the vote total on Proposals Two Three and Four, such abstentions having the same effect on each such proposal as a negative vote;vote, and abstentions will have no effect on the outcome of Proposals One and Three; however, if there is aare broker non-votenon-votes with respect to ProposalProposals One, Two or Three, itthey will not be included in the vote total and will not have any effect. Brokers have discretion to vote on Proposal Four.

Our Board is soliciting this proxy. The Company will bear all costs incurred in connection with such solicitation for the annual meeting, including those incurred for the preparation, printing and mailing of the proxy materials.  Our directors, officers or employees may solicit proxies by personal interviews, telephone or other means of communication.  If they do so, these individuals will not receive any additional compensation for these services.  We may also retain a proxy solicitor to assist us with the distribution and solicitation of proxies for the annual meeting at our expense.

As part of our corporate strategy, we are committed to creating long-term value for our stakeholdersstockholders through the following key principles:

Our Bylaws provide that our Board shall consist of a minimum of three and a maximum of fifteen directors.  Each of the directors is elected annually and holds office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.  We presently have eight directors, all of whom are listed below and are serving terms that expire at the annual meeting.

Unless you mark your executed proxy to the contrary, we plan to vote all such proxies for the election of the eight nominees listed below as directors.  We do not foresee any reason why any of these nominees would become unavailable, but if any of them should, your proxy may be voted for a substitute that is nominated by the Board, or we may reduce the size of our Board accordingly.

As described above, in order for a nominee to be elected as a director, where a quorum is present, such nominee must receive the affirmative vote of a majority of the votes cast with respect to such nominee at the annual meeting. A majority of votes cast means that the number of shares voted “for” a nominee’s election must exceed the number of shares voted “against” such nominee’s election, with abstentions and broker non-votes not being counted as votes cast for purposes of the election of directors. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal.

We provide both cash and equity compensation to all of our non-employee directors (all of our directors except our Chief Executive Officer, who is not compensated as a director) so as to attract, motivate and retain experienced and knowledgeable persons to serve as our directors and to align the interests of our directors with our stockholders.

OurIn 2022, our directors arewere paid an annual retainer fee of $80,000, except for our Chairman of the Board, Dr. Meyers, who is paid an annual retainer fee of $125,000. Additionally, the chairpersons and members of our Board committees receive additional retainers, as depicted in the table below. We also reimburse our non-employee directors for out-of-pocket travel expenses in connection with in-person Board meetings. Additionally, we encourage our directors to seek continuing education opportunities, and we reimburse our directors for out-of-pocket expenses associated with such continuing education.

The total compensation earned by our non-employee directors during 20212022 (regardless of when paid) is described in the following table.

Under the stock ownership and retention guidelines for our directors, all directors are expected to hold stock with a value of five times the annual cash retainer paid to the directors (specifically excluding fees paid for committee memberships and chairmanships). Until the guideline amount is achieved, directors are required to retain at least one-third of the shares obtained through the 2020 Omnibus Stock and Incentive Plan (the “2020 Plan”). As of March 31, 2022,2023, all directors were in compliance with the ownership and retention guidelines.

The business, properties and affairs of the Company are managed by the Chief Executive Officer under the direction of the Board.  The Board has responsibility for establishing broad corporate policies and for the overall performance and direction of the Company. Other than involvement by the Company’s Chief Executive Officer, the Board is not involved in the day-to-day operations of the Company.  Board members keep informed of the Company’s business by participating in Board meetings, attending committee meetings, reviewing regularly provided analyses and reports and engaging in thorough discussions with the Chief Executive Officer and other employees of the Company. Our Board and senior management spend significant time implementing corporate governance guidelines, policies and practices that uphold our core values, align with our corporate governance commitments and support our business sustainability.

Dr. Kevin O. Meyers serves as Chairman of the Board, and Christian S. Kendall serves as our President and Chief Executive Officer. The separation of the positions of Chief Executive Officer and Chairman of the Board allows our Chief Executive Officer to focus on the day-to-day leadership and performance of the Company and allows our Chairman of the Board to lead the Board in its fundamental role of providing advice and oversight to management. The Board believes our leadership structure is effective and appropriate, creates a separation of executive powers by providing a Chairman with whom the Chief Executive Officer can discuss issues facing the Company, and provides a significant voice to non-management directors.

Dr. Kevin O. Meyers, our Chairman of the Board, is the presiding director at the meetings of non-management directors.  To contact him, please address your letters to:

Denbury Inc.

Attn: Chairman of the Board of Directors

Plano, Texas 75024

We have Corporate Governance Guidelines that address significant issues of corporate governance and set forth the procedures by which the Board carries out its responsibilities.  The primary responsibility of the Board, as memorialized in the Corporate Governance Guidelines, is the maximization of long-term stockholder value for the Company’s stockholders, with due regard for the Company’s employees and other stakeholders. Among the areas addressed by the guidelines are assessing risk, director qualifications, director responsibilities, selection and election of directors, director compensation and tenure, Board committee responsibilities, director orientation and continuing education, director access to management and independent advisors, succession planning, the number of Board meetings, and Board and committee performance evaluations.  The Sustainability and Governance Committee is responsible for assessing and periodically reviewing the adequacy of these guidelines. The guidelines are available on our website at www.denbury.com, under the “About Denbury“Investors – Corporate Governance” link.

The Board also relies on, and has delegated certain aspects of its oversight responsibility to, its committees to assist the Board with its overall risk assessment and risk management responsibilities. Each committee reviews and assesses with management risk-related matters within the scope of its responsibilities and reports regularly to the Board on such risk-related matters. For example, the

We remain committed to implementing sustainability programs to better manage the risks and opportunities that arise from environmental, social, governance (“ESG”)ESG and climate-related issues. The Sustainability and Governance Committee, of the Board, chaired by Ms. Angoorly who has more than 25 years of experience managing sustainability programs and risks, oversees the Sustainability and Governance Committee’s ESG, sustainability and climate-related initiatives and how such initiatives are linked to the Company’s strategic planning decisions. The Sustainability and Governance Committee also oversees the Company’s climate strategy, which includes emissions reduction targets and initiatives.

Members of the Board will beare asked to submit recommendations when there is an opening or anticipated opening for a director position.  The Sustainability and Governance Committee may also use outside sources or third parties to find potential director candidates, and similarly may use the services of outside sources or third parties to evaluate or assist in evaluating nominees brought to its attention. The Sustainability and Governance Committee aims to include gender and ethnically diverse candidates in the pool of potential directors, and any third party engaged by the Sustainability and Governance Committee to identity or evaluate director candidates will be instructed to seek the inclusion of diverse candidates. Additionally, the Sustainability and Governance Committee acknowledges the importance of including gender and ethnic diversity in the interview process for director candidates.

Our Bylaws provide that all members of the Board, other than the Chief Executive Officer, will be independent as determined under the rules of the New York Stock Exchange (the “NYSE”) and its corporate governance listing standards.  Additionally, each of the Board committee charters requires that all members of that committee be independent. The Board has affirmatively determined that all nominees for director, with the exception of Mr. Kendall, the Company’s President and Chief Executive Officer, qualify as independent directors under these standards based on its review of all relevant facts and circumstances.

We have a Code of Conduct and Ethics that applies to our officers, employees and directors.  ThisThe code assists employees in resolving ethical issues that may arise in complying with Denbury’s policies.  Our Code of Conduct and Ethics is a values-based document organized around our five core values: Integrity, Teamwork, Innovation, Excellence and Respect. It exemplifies our commitment to “Doing Right” in the conduct of our business. OurIncluded within our Code of Conduct and Ethics are additional fundamental ethical principles applicable to our Chief Executive Officer and Senior Financial Officers are also subject to help ensure the accurate and timely reporting of our financial results.  The purpose of the Code of Conduct and Ethics for Senior Financial Officers.  The purpose of both codes is to promote, among other things:

BothThe Code of these codes areConduct and Ethics is available on our website at www.denbury.com, under the “About Denbury“Investors – Corporate Governance” link.  Any waiver of these codesthe Code of Conduct and Ethics with respect to our executive officers and directors may be made only by the Board and will be disclosed to stockholders on our website, along with any amendments to these codes,the code, to the extent required by applicable law or NYSE rules.

Under our Related Party Transactions Policy, the Sustainability and Governance Committee is charged with reviewing and approving or ratifying all transactions, other than those non-material transactions specifically excluded in the policy, between the Company and a “Related Party.” As defined in our Related Party Transactions Policy, “Related Parties” are the Company’s directors and executive officers, beneficial owners that hold more than 5% of any class of our voting securities, as well as immediate family members of any such directors, executive officers and beneficial owners. Since the beginning of our last fiscal year, there have been no related party transactions between the Company and a Related Party that would be reportable under SEC rules or regulations. Our Related Party Transactions Policy is available on our website at www.denbury.com, under the “About Denbury“Investors – Corporate Governance” link.

The Board has approved a process by which stockholders or other interested parties may contact the members of the Board.  All parties wanting to communicate with the Board should address letters to:

In addition, interested parties may email the Corporate Secretary and Board members at: secretary@denbury.com.  Such communications will be forwarded by the Corporate Secretary directly to the Board, as appropriate.

Until December 2021, theThe Board hadhas an Audit, Compensation, Nominating/Corporate Governance and Sustainability and Governance Committee. The Chairperson of each committee providedprovides a report to the Board on their committee’s activities and findings from their most recent meetings. The Board committees had the following number of meetings in 2021,2022, including telephonic meetings:

In December 2021, the Nominating/Corporate Governance Committee and Sustainability Committee were combined to form the Sustainability and Governance Committee. The table below shows the Committee memberships as of March 31, 2022.2023.

The Audit Committee is comprised of four independent directors: Dr. Meyers and Messrs. Abate, Peterson and Wiggs, with Mr. Abate acting as chairperson.  The primary purpose of the Audit Committee, which is discussed in detail in its charter, is to assist with the Board’s oversight of the:

The Audit Committee meets regularly with management, the Company’s Internal Audit Representative, the independent registered public accounting firm and the independent reserves engineer to review financial accounting and reporting, reserves reporting and financial controls of the Company.  The Audit Committee reviews and gives

The NYSE and SEC have adopted standards with respect to independence and financial literacy of the members of audit committees of public companies (including our Audit Committee).  The standards require that all of the members of such audit committees be independent and that they all be able to read and understand fundamental financial statements, including balance sheets, income statements and cash flow statements.  Additionally, the Audit Committee charter requires that at least one member of the Audit Committee must qualify as an “audit committee financial expert.”  The financial expert must be knowledgeable in the application of generally accepted accounting principles, the understanding and preparation of financial statements, accounting for estimates, accruals and reserves, internal controls over financial reporting and audit committee functions in accordance with SEC rules.  Such knowledge is to have been obtained through past education and experience in positions of financial oversight.  All members of the Audit Committee have such experience and have been designated as “audit committee financial experts.”  Additionally, all members of the Audit Committee satisfy the criteria for both independence and financial literacy.

The Audit Committee charter is available on our website at www.denbury.com, under the “About Denbury“Investors – Corporate Governance” link.

The Compensation Committee is comprised of four independent directors: Dr. Meyers, Messrs. Abate and Chapman and Ms. Yeilding, with Mr. Chapman acting as chairperson.  These directors are also independent under the additional independence requirements of the NYSE applicable to compensation committee members. The primary purpose of the Compensation Committee is to provide assistance to the Board in discharging its oversight responsibilities relating to the compensation and development of the Chief Executive Officer and other officers, and to oversee and administer the Company’s equity and other compensation and benefit plans. The Compensation Committee’s duties and responsibilities, which are discussed in detail in its charter, include:

The Compensation Committee charter is available on our website at www.denbury.com, under the “About Denbury“Investors – Corporate Governance” link.

In December 2021, the Nominating/Corporate Governance Committee and Sustainability Committee were combined to form the Sustainability and Governance Committee, which as further described below, has assumed the responsibilities of the former Nominating/Corporate Governance Committee. The Sustainability and Governance Committee is comprised of four independent directors: Mses. Angoorly and Yeilding and Messrs. Chapman and Wiggs, with Ms. Angoorly acting as chairperson.  The primary purpose of the Sustainability and Governance Committee, which is discussed in further detail in its charter, is to assist with the Board’s oversight of:

The Sustainability and Governance Committee charter is available on our website at www.denbury.com, under the “About Denbury“Investors – Corporate Governance” link.

The following Compensation Discussion and Analysis (“CD&A”) should be read in conjunction with the Summary Compensation Table, as well as the related tables and narrative disclosures. We have reviewed and discussed the CD&A included in this proxy statement with management and have recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.

The Compensation Committee

This Compensation Discussion and Analysis (“CD&A”) provides you with a detailed description of our executive compensation objectives, philosophy and programs, the compensation decisions we have made under those programs, and the rationale and details supporting specific compensation decisions.

This CD&A focuses on the compensation of our named executive officers (our “named executive officers” or “NEOs”) for 2021.2022. We review the roles and responsibilities of our officers and key employees on an annual basis and determine which of those individuals qualify as named executive officers by meeting the definition of “executive officer” for purposes of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), Item 402(a)(3) of Regulation S-K and Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In 2021,2022, we had threefour officers who met the definition of “named executive officer” under SEC rules. The names and titles of our named executive officers for 20212022 are shown in the table below.

This CD&A should be read in conjunction with the Summary Compensation Table which details the compensation of our named executive officers in 2022, 2021 2020 and 2019,2020, as reported in accordance with SEC rules.

Our executive compensation policies and programs are designed to:

Our compensation policies and programs are designed to ensure that salary levels and compensation incentives attract and retain top level individuals in key positions and are commensurate with each individual’s level of executive responsibility, the type and scope of our operations, and our Company-wide financial condition and performance. Our overall compensation philosophy is that we:

We are committed to continuously maintaining an open dialogue with our stockholders and engaging in a robust process to solicit feedback from our stockholders. Stockholders involved in our engagement efforts were invited to meet withfeedback. Throughout 2022, members of our senior management. Throughout 2021, wemanagement team engaged with stockholders owning more than 86%80% of our outstanding common stock as of December 31, 2021.2022.

Additionally, as part of our semi-annual governanceongoing stockholder engagement process, members of the Board including the Chairperson, are available to meet with our stockholders. As partstockholders, and Board members met with several of our stockholder engagement, we reachedstockholders in 2022. We reach out to our largest institutional stockholders in an effort to obtain input on how our executive officer compensation program, disclosure practices, sustainabilityESG policies and corporate governance may be better aligned with stockholder expectations.