Cliffs Director Quits Citing ‘Bullying’ at Board Meeting – by Sonja Elmquist (Bloomberg News – September 10, 2014)

A director resigned from Cliffs Natural Resources Inc. (CLF), the U.S. iron ore producer that’s trying to sell its foreign mines, saying management won’t listen to dissenting views.

In his Sept. 4 resignation letter, which was published in a filing late yesterday, Richard K. Riederer said resolutions were presented for approval at a board meeting the week before without input from directors.

“There was an unwillingness to discuss options and bullying of directors who considered other options,” he said in the letter to Chairman and Chief Executive Officer Lourenco Goncalves. “I have a fundamental disagreement with your approach to corporate governance.”

Riederer, who had been a director for 12 years, is the second person to quit the board since its overhaul in July, when a slate of nominees from activist investor Casablanca Capital LP was elected following a six-month proxy contest. Timothy Sullivan resigned Aug. 11, saying Goncalves and newly elected directors rejected “anything that might be contrary to your per-scripted plan.”

Casablanca, which holds a 5.2 percent stake in Cliffs, has urged the Cleveland-based company to raise its dividend and sell assets outside the U.S. It backed Goncalves’ appointment as CEO last month. The company is looking to sell iron ore mines in Canada and Australia amid a slump in the price of the commodity.

“‘With your appointment as CEO, you are now in a position to carry out what I believe is a short-term oriented plan to liquidate Cliffs assets in this very unfavorable pricing environment,’’ Riederer said in the letter.

‘Unified’ Board

In response to a request for comment, Patricia Persico, a Cliffs spokeswoman, referred to yesterday’s filing, in which Cliffs said its board is ‘‘unified and excited in pursuing a new strategic direction for the company.’’ Cliffs also said it elected John T. Baldwin as a director.

Since the change of control of the board, Cliffs has sold a minority holding in Canadian miner Zenyatta Ventures Ltd. and decided to divest a stake in a nickel project being developed by Vancouver-based First Point Minerals Corp.

Cliffs has also announced a plan to buy back as much as $200 million of shares. The company said today it agreed with lenders to amend a credit facility, allowing the company to proceed with the stock repurchases.

Cliffs rose 0.4 percent to $13.91 at 10:07 a.m. in New York. The shares have fallen 47 percent this year.

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