Photo by: Bloomberg
TORONTO (miningweekly.com) – US iron-ore and metallurgical coal producer Cliffs Natural Resources on Friday said it had reduced its slate of board nominees to be elected at the July 29 annual meeting from nine to seven candidates, which, in its view, would allow shareholders to vote for four nominees of activist shareholder Casablanca Capital, while its slate retained control of the board.
On Wednesday, two independent proxy advisory firms gave New York-based Casablanca their backing, recommending that Cliffs shareholders vote in favour of four of the activist shareholder’s slate of director nominees. Institutional Shareholder Services (ISS) and Glass Lewis & Co issued strong recommendations in support of Casablanca’s campaign, saying that the dissident had made a compelling case for change to the board.
However, Cliffs maintained that the two proxy advisers recommended that Cliffs’ nominees should remain as the majority of Cliffs’ board.
Cliffs said its board had decided that Barry Eldridge and Stephen Johnson would no longer stand for re-election.
Cliffs also offered to include metals and mining veteran Lourenco Goncalves, Joseph Rutkowski, Gabriel Stoliar and Douglas Taylor on Cliffs’ proxy card, if they agreed to it.
The Cleveland, Ohio-based firm pointed out that owing to its cumulative voting provision, should shareholders support the Casablanca proxy card, it believed that Casablanca would be able to elect a majority board.
Casablanca hit back in a statement, saying: “This is a desperate last-minute ploy by a self-interested board that will stop at nothing to keep its seats, maintain the status quo and prevent real change in our view.”
Casablanca launched a proxy battle in January, with the aim of replacing the incumbent board with six of its own nominees, and accused the current board of shareholder value destruction.