Cliffs Hands Two More Board Seats To Hedge Fund

Jul 22 2014 | 11:09am ET

Cliffs Natural Resources is conceding four seats on its board to Casablanca Capital in an effort to keep the activist hedge fund from taking control of the company.

The miner said last week that two current directors would not seek re-election at its annual meeting next week. The move leaves seven Cliffs nominees and six Casablanca nominees to battle it out for the 11 seats on the board.

Cliffs had already yielded two seats to Casablanca by only running nine candidates. But after proxy advisers Institutional Shareholder Services and Glass Lewis & Co. urged investors to elect four Casablanca nominees, Cliffs decided to go along in an effort to retain its majority.

Casablanca, which owns 5.2% of Cliffs’ shares, dismissed the move as a “desperate last-minute ploy.”

The hedge fund, which earlier rejected offers of two and three seats on the board in exchange for an end to the proxy battle, has blasted Cliffs for “an extended period of gross underperformance and poor decisionmaking.” It wants the company to spin off its international operations and to restructure its U.S. business as a master-limited partnership, and wishes to install its own candidate as CEO.


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