Irish,

You said: "If you do the math, this would dictate that if Cliffs supported the resolution, further proxies would probably not be needed."

I did some simple math which seems to indicate the following two extremes, assuming at least a 50% turn-out as one extreme:

- 100% turn-out: CLF has 17.4% our share count as of 8 March 2012 plus management amount to about 26.7% of OS for a total of 17.4 + 13.4 = 30.8%. For this scenario, with CLF support (of any resolution) the number is too small (less than 1/3) compared to the "uncommitted" which controls 69.2%. So, CLF vote is NOT influential for this scenario.

- 50% turn-out: CLF vote accounts for 34.8% (and our share count plus management = 26.7%). At this low turn-out CLF block is certainly influential. With a 34.8% (>1/3) power CLF can call some tune. In particular, she can block any resolution with a NO. If CLF says YES then the combined vote with our share count plus management would be about 62.5%. A few more votes from "friendly hands" can be included could be added to go over the 2/3 threshold. This is a simpler case to deal with.

You can continue to do the math for scenerios in between. For example, at 70% turn-out (most likely, but I am not betting on this) the combined vote CLF + our share count and management would amount to less than 45%. So, things are getting complicated, as we move away from the 50% turn-out.

My tea-leaf reading is that CLF, as a controlling shareholder and a control "frik" (at least no other groups have come forward with a combined larger block to wrestle the control from CLF), would want to exert her control over the the vote results. She will say either YES or NO, probably a YES. but sitting on the fence (abstain) is not CLF style.

Reason for the possible YES? If she want to kill that dual share structure, the proxy would probably have scrapped the entire thing in the last meeting. Unless procedural footwork, the shuffling of the item to the end and adjournment of the meeting, was one of the rabbits from Frank's hat.

goldhunter