Cliffs Natural Resources Issues Holders a Resolution to Follow ISS, Glass Recommendations Without Inadvertently Giving Casablanca Capital a Majority of Board
Cliffs Natural Resources Inc. (NYSE: CLF) today
announced that it has revised its WHITE proxy card to provide shareholders
with a clear path to vote consistently with the recommendations of
Institutional Shareholder Services ("ISS") and Glass Lewis & Co ("Glass
Lewis") without inadvertently providing Casablanca Capital with a majority of
the Board of Directors as a result of Cliffs' cumulative voting provision.
While both proxy solicitation firms have recommended shareholders support four
Casablanca nominees, they have recommended that Cliffs' nominees should remain
as the majority of Cliffs' Board.
As such, Cliffs' Board has reduced its slate of directors to be elected at the
2014 Annual Meeting from nine to seven candidates, with Barry J. Eldridge and
Stephen M. Johnson no longer standing for re-election. With this change,
shareholders can vote the Company's WHITE proxy card in order to elect four of
Casablanca's nominees and seven of Cliffs' nominees, which is in line with
both ISS' and Glass Lewis' recommendations.
In addition, Cliffs' Board is offering to include Lourenco Goncalves, Joseph
Rutkowski, Gabriel Stoliar, and Douglas Taylor on Cliffs' WHITE proxy card,
subject to such individuals providing Cliffs with their consent to include
their names on Cliffs' proxy card.
The Company issued the following statement:
At our upcoming Annual Meeting, Cliffs shareholders have an important and
strategic choice to make regarding the future of the Company.
If shareholders vote using the gold card, it is almost certain that Casablanca
will be able to use Cliffs' cumulative voting provision to elect all six of
their nominees, providing Casablanca with a majority of the Board and enabling
them to enact their potentially value-destructive plan to conduct a "fire
sale" of Cliffs assets at the bottom of the commodity cycle. This is NOT in
line with the recommendations issued by ISS and Glass Lewis.
By voting on the WHITE card, Cliffs shareholders can elect a Board that
includes shareholder representation by Casablanca as recommended by ISS, but
that also retains a majority of the directors Cliffs believes have the
necessary industry and commodity cycle experience to enable Cliffs to succeed
in the current iron ore and met coal pricing environment and emerge from the
downturn as a stronger company.
The cumulative voting process enables shareholders to aggregate their votes
towards one or more nominees. A holder who gives their proxy to another party
allows that party to determine how its votes are allocated. If shareholders
vote for four nominees on the gold proxy card, Cliffs believes Casablanca
would be able to take advantage of cumulative voting and allocate these votes
such that six Casablanca nominees - a majority of the Cliffs Board - are
elected. In order for shareholders to elect four of Casablanca's nominees to
the Cliffs Board, consistent with ISS' recommendation, Cliffs urges
shareholders to vote on Cliffs' revised WHITE proxy card "FOR ALL" seven
nominees: Gary B. Halverson, Mark E. Gaumond, Susan M. Green, Janice K. Henry,
James F. Kirsch, Richard K. Riederer and Timothy W. Sullivan. Additionally,
if Casablanca's nominees provide consent to include their names, Lourenco
Goncalves, Joseph Rutkowski, Gabriel Stoliar, and Douglas Taylor will be
included on Cliffs' WHITE proxy card.
If shareholders vote on the gold card, we believe Casablanca will be able to
elect all six of its nominees, providing Casablanca with a majority of the
If shareholders have any questions on cumulative voting or need assistance
voting, please contact D.F. King & Co., Inc., which is assisting Cliffs in
connection with this year's Annual Meeting, at (800) 487-4870.
J.P. Morgan and Bank of America Merrill Lynch are acting as financial advisors
to the Company and Wachtell, Lipton, Rosen & Katz and Jones Day are acting as
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