Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
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|[ ]||Preliminary Proxy Statement|
|[ ]||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|[ ]||Definitive Proxy Statement|
|[ ]||Definitive Additional Materials|
|[x]||Soliciting Material Under Rule 14a-12|
Cliffs Natural Resources Inc.
(Name of Registrant as Specified In Its Charter)
Casablanca Capital LP
Donald G. Drapkin
Robert P. Fisher, Jr.
Celso Lourenco Goncalves
Patrice E. Merrin
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|[X]||No fee required.|
|[ ]||Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.|
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|[ ]||Fee paid previously with preliminary materials.|
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On June 12, 2014, Casablanca Capital LP and its affiliates (collectively, "Casablanca") issued a press release ("June 12 Press Release") announcing that Casablanca had filed its definitive proxy statement with the Securities and Exchange Commission. The June 12 Press Release also included the full text of a letter ("June 12 Letter") from Casablanca to the shareholders of Cliffs Natural Resources Inc. ("Cliffs"), detailing its belief that the board of directors and executive leadership of Cliffs should be held accountable for the dramatic erosion of value shareholders have suffered over the past three years and reiterating Casablanca's call for a fundamental refocusing of Cliffs’ strategy. A copy of the June 12 Press Release containing the full text of the June 12 Letter is attached hereto as Exhibit A.
On June 12, 2014, Casablanca updated the www.FixCliffs.com website to include a "How to Vote" page. A copy of the text included on such page is attached hereto as Exhibit B.
Also, on June 12, 2014, Casablanca posted the following links to each of the June 12 Press Release and June 12 Letter to www.FixCliffs.com:
CASABLANCA CAPITAL LP, DONALD G. DRAPKIN AND DOUGLAS TAYLOR (COLLECTIVELY, “CASABLANCA") HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM STOCKHOLDERS OF CLIFFS NATURAL RESOURCES INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2014 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CASABLANCA, ROBERT P. FISHER, JR., CELSO LOURENCO GONCALVES, PATRICE E. MERRIN, JOSEPH RUTKOWSKI AND GABRIEL STOLIAR (COLLECTIVELY, THE "PARTICIPANTS") BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, OKAPI PARTNERS LLC, CASABLANCA'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297-0720 OR TOLL-FREE AT (877) 274-8654.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY CASABLANCA WITH THE SEC ON JUNE 12, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.