Cliffs concedes that outside investor has won six board seats

Cleveland-based Cliffs Natural Resources (NYSE: CLF) announced Aug. 5 that, based upon the preliminary report of the Inspector of Elections, IVS Associates, that only five Cliffs directors have been re-elected to the Board – Mark Gaumond, Gary Halverson, Janice Henry, Richard Riederer and Timothy Sullivan.

The preliminary report also indicates that they will be joined by six newly elected directors – Lourenco Goncalves, Robert Fisher Jr., Joseph Rutkowski, James Sawyer, Gabriel Stoliar and Douglas Taylor – that had been offered to shareholders by an outside investor, Casablanca Capital LP. The Cliffs Board will not contest the preliminary voting results and so these results will be final once certified by the inspector of elections, Cliffs said.

Cliffs stated: “Over the past several months, a number of different perspectives were conveyed and our shareholders had the chance to express their views on a variety of points. We appreciate the consideration and support of our shareholders, as well as the valuable insights they have offered our Board and management team throughout this process. We welcome our new directors to the Board and look forward to working with them. We would like to thank Susan M. Cunningham, Barry J. Eldridge, Andrés R. Gluski, Susan M. Green, James F. Kirsch and Stephen Johnson for their service on Cliffs’ Board of Directors and their many contributions to the Company.”

Cliffs noted that the voting results also indicated that shareholders approved all of the other proposals submitted for a vote at the Annual General Meeting. The newly constituted Cliffs’ Board will elect a new Chairman as soon as practicable.

Cliffs Natural Resources is an international iron ore and coal mining company. Its coal mines are in southern West Virginia and Alabama.

Casablanca Capital said Aug. 4 about its Board win: “We are pleased that Cliffs has acknowledged in its 8-K filing today that all six of Casablanca’s nominees have been elected to the Cliffs Board. This result marks a huge step forward for all Cliffs shareholders, as well as for the many talented employees at Cliffs who care about making Cliffs better and stronger. There is a clear desire for positive change at Cliffs, and we are gratified by the mandate shareholders have given the new Board to reinvigorate the Company and refocus its strategy to improve performance and restore value. We expect the results to be certified imminently and the new Board to convene promptly to go to work on that agenda.”

Casablanca Capital is an activist investment manager based in New York and founded in 2010 by Donald Drapkin and Douglas Taylor. Casablanca said it invests in high quality but underperforming public companies that have multiple levers to unlock shareholder value.

About Barry Cassell 20414 Articles
Barry Cassell is Chief Analyst for GenerationHub covering coal and emission controls issues, projects and policy. He has covered the coal and power generation industry for more than 24 years, beginning in November 2011 at GenerationHub and prior to that as editor of SNL Energy’s Coal Report. He was formerly with Coal Outlook for 15 years as the publication’s editor and contributing writer, and prior to that he was editor of Coal & Synfuels Technology and associate editor of The Energy Report. He has a bachelor’s degree from Central Michigan University.