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Message: Cliffs revises its proxy card again

Cliffs Natural Resources Inc. Provides Shareholders a Solution to follow ISS and Glass Lewis Recommendations Without Inadvertently Giving Casablanca Capital a Majority of the Board

  • Cliffs Reduces Director Slate on WHITE Proxy Card from Nine to Seven Candidates – Four Seats Open for Casablanca Nominees
  • ISS and Glass Lewis Expressly Recommended Casablanca Not Receive a Majority of Cliffs’ Board Seats
  • Based on Cumulative Voting Structure, Cliffs Believes Support for Only Four Casablanca Nominees on Gold Card Would Give Casablanca a Majority of the Board


CLEVELAND – July 18, 2014 – 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.

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