Urges Shareholders to Support Value-Enhancing Changes Underway and Vote WHITE Proxy Card Today
Files Definitive Proxy Materials and Mails Letter To Shareholders
CLEVELAND – June 16, 2014 – Cliffs Natural Resources Inc. (NYSE: CLF) today announced that it has filed definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with its upcoming 2014 Annual Meeting of Shareholders to be held on July 29, 2014. Cliffs shareholders of record at the close of business on June 2, 2014, will be entitled to vote at the Annual Meeting.
Based on discussions with various shareholders, the Board of Directors currently believes that it is in the best interest of all Cliffs shareholders for the Board to nominate a slate of nine directors for its eleven-person Board. The Cliffs Board does not currently intend to nominate Susan M. Cunningham or Andrés R. Gluski for re-election as a director of Cliffs at the 2014 Annual Meeting, and does not currently intend to nominate replacement candidates. As a result, by using the WHITE proxy card and voting as recommended by the Board, we believe that at least two of Casablanca’s proposed nominees will be elected to the Cliffs Board, assuming that Casablanca continues its proxy contest.
The Cliffs Board recommends shareholders use the WHITE proxy card to vote “FOR ALL” of the Company’s nine highly qualified and experienced director nominees with expertise in leading mining, steel, basic materials, engineering and natural resources businesses: Gary B. Halverson, Barry J. Eldridge, Mark E. Gaumond, Susan M. Green, Janice K. Henry, Stephen M. Johnson, James F. Kirsch, Richard K. Riederer and Timothy W. Sullivan.
The Company issued the following letter to all shareholders:
Dear Fellow Cliffs Shareholder,
As a shareholder of Cliffs, you will face an important decision regarding the future of your investment at our 2014 Annual Meeting of Shareholders, which is scheduled to be held on July 29, 2014. As you may be aware, a hedge fund, Casablanca Capital, is seeking to elect a majority slate of six directors and to appoint a handpicked replacement CEO with virtually no relevant mining industry experience. If elected, we believe the dissident nominees will support Casablanca’s potentially value-destructive proposals, which include a break-up of your Company.
Our Board and management team remain fully committed to acting in the best interests of all our shareholders and stand ready to engage with Casablanca. We have attempted to maintain an open dialogue with Casablanca, and agreed to postpone the record date for our annual meeting, at Casablanca’s request, during one of our previous meetings. Rather than working collaboratively with us to further the interests of all shareholders, Casablanca remains set on a costly and disruptive proxy contest to elect a majority of the Cliffs Board and replace our CEO while only owning a 5.2% stake in the Company.
As an investor, it is up to you to decide whether to support the continuity of the Board and the steadiness of our senior management who are implementing a plan designed to enhance value at Cliffs for all shareholders over the long-term, or the potentially value-destructive short-term agenda of a single minority shareholder, which will likely create instability and uncertainty.
For the rest of this news release, click here: http://ir.cliffsnaturalresources.com/English/investors/news-releases/news-releases-details/2014/Cliffs-Natural-Resources-Inc-Issues-Open-Letter-to-Shareholders2/default.aspx