Bloomberg News

Cliffs Offers to Add Casablanca Nominees in Minority Role

July 18, 2014

Cliffs Natural Resources Inc. (CLF:US), the iron ore-miner fighting a proxy battle with an activist shareholder, offered to include four director candidates nominated by the dissident investor on the slate for its 11-member board.

The company said this would satisfy demands from two proxy advisory firms. Casablanca Capital LP, Cliffs’s fourth-largest shareholder, said the move was a “ploy” that would result in the mining company retaining majority control.

Proxy advisers Glass Lewis & Co. and Institutional Shareholder Services said this week that Cliffs investors should vote for nominees put forward by Casablanca. The investor has waged a public campaign since January, pressing for the spin off of foreign assets and an increase in dividend payments. It’s backing its candidate Lourenco Goncalves to replace Gary Halverson as Cliffs’ chief executive officer.

Cliffs said today it’s nominating seven directors, down from nine previously. Offering fewer nominees would let the company include Casablanca’s candidates, while retaining control of the board, the Cleveland-based miner said in a statement.

In a subsequent statement, Casablanca said the Cliffs plan would “prevent real change.” Casablanca held 5.2 percent of Cliffs shares as of May 29, according to data compiled by Bloomberg.

Cliffs’ shareholders meeting is on July 29. The company gained 2.2 percent to $15.84 at the close in New York.

To contact the reporter on this story: Sonja Elmquist in New York at

To contact the editors responsible for this story: Simon Casey at Jim Efstathiou Jr.

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