Cliffs Natural Resources Inc. (NYSE:CLF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

0

Cliffs Natural Resources Inc. (NYSE:CLF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 25, 2017, at the 2017 Annual Meeting of Shareholders (the
“Annual Meeting”) of Cliffs Natural Resources Inc. (the Company),
the Shareholders of the Company approved the Amended and Restated
Cliffs Natural Resources Inc. 2015 Equity and Incentive
Compensation Plan (the AR 2015 Equity Plan) and the Company’s 2017
Executive Management Performance Incentive Plan.
Amended and Restated 2015 Equity and Incentive Compensation Plan
The AR 2015 Equity Plan amends and restates in its entirety the
Company’s 2015 Equity and Incentive Compensation Plan, as amended
(the “Amended 2015 Equity Plan”). The Company’s 2015 Equity and
Incentive Compensation Plan (the “2015 Equity Plan”) was last
approved by Shareholders at the 2015 Annual Meeting. The AR 2015
Equity Plan increases the number of common shares authorized for
issuance under the Amended 2015 Equity Plan by 15,000,000 shares.
The AR 2015 Equity Plan authorizes, subject to adjustment, up to
27,900,000 of the Companys common shares to be issued to stock
options, appreciation rights (“SARs”), restricted shares,
restricted share units (“RSUs”), performance shares, performance
units and certain other awards based on or related to the
Company’s common shares, plus cash incentive awards, for the
purpose of providing the officers and other key employees
incentives and rewards for performance. Officers and key employees
of the Company and its subsidiaries, as selected by the
Compensation and Organization Committee of the Board of Directors
of the Company, are eligible for awards under the AR 2015 Equity
Plan. The AR 2015 Equity Plan will be administered by the
Compensation and Organization Committee.
A summary of the material changes from the 2015 Equity Plan is as
follows:
The 2015 Equity Plan did not permit common shares to be
withheld and delivered under the 2015 Equity Plan in
connection with benefits under the 2015 Equity Plan in excess
of minimum statutory withholding requirements. The Amended
2015 Equity Plan (and the AR 2015 Equity Plan) have changed
this to allow common shares to be so withheld and delivered
in excess of minimum statutory withholding requirements (but
not in excess of maximum statutory withholding requirements).
The AR 2015 Equity Plan provides for a total of 27,900,000
common shares to be issued or transferred with respect to
awards under the AR 2015 Equity Plan (consisting of
12,900,000 common shares authorized by Shareholders in 2015
and an additional 15,000,000 common shares authorized by
Shareholders at the Annual Meeting).
The 2015 Equity Plan provided that dividends on restricted
shares and dividend equivalents on RSUs must be deferred and
paid contingent on the earning of the underlying award only
with respect to performance-based awards. The AR 2015 Equity
Plan extends this requirement that dividends on restricted
shares and dividend equivalents on RSUs must be deferred and
paid contingent on the earning of the underlying award to
service-based awards (including other share-based awards and
not just performance-based awards).
The 2015 Equity Plan provides for its termination on May 19,
2025. The AR 2015 Equity Plan will terminate on April 24,
2027.
Subject to adjustment as described in the AR 2015 Equity Plan,
total awards under the AR 2015 Equity Plan are limited to
27,900,000 shares, plus any shares returned to the AR 2015 Equity
Plan as described below. These shares may be shares of original
issuance or treasury shares or a combination of the foregoing. No
further awards may be made under the Company’s plans preceding the
2015 Equity Plan. The AR 2015 Equity Plan also provides that,
subject to adjustment as described in the AR 2015 Equity Plan:
the aggregate number of common shares actually issued or
transferred upon the exercise of incentive stock options will
not exceed 27,900,000 common shares;
no participant will be granted stock options and/or SARs, in
the aggregate, for more than 1,000,000 common shares during
any calendar year;
no participant will be granted awards of restricted shares,
RSUs, performance shares and/or other stock-based awards that
are intended to qualify as qualified performance-based
compensation under Section 162

(m) of the Internal Revenue Code of 1986, as amended (the
“Code”), in the aggregate, for more than 1,000,000 common
shares during any calendar year;
no participant in any calendar year will receive an award
of performance units and/or other awards payable in cash
that are intended to qualify as qualified performance-based
compensation under Section 162(m) of the Code, having an
aggregate maximum value as of their respective grant dates
in excess of $20,000,000;
no participant in any calendar year will receive a cash
incentive award that are intended to qualify as qualified
performance-based compensation under Section 162(m) of the
Code having an aggregate maximum value in excess of
$10,000,000; and
awards that do not comply with the applicable minimum
vesting periods provided for in the AR 2015 Equity Plan (as
further described below) will not result in the issuance or
transfer of more than 5% of the maximum number of common
shares available under the AR 2015 Equity Plan.
The AR 2015 Equity Plan contains fungible share counting
mechanics, which generally means that awards other than stock
options and SARs will be counted against the aggregate share
limit as two common shares for every common share that is
actually issued or transferred under such awards. This means, for
example, that only 13,950,000 common shares could be issued in
settlement of RSU awards from the 27,900,000 common shares
authorized under the AR 2015 Equity Plan.
If any common shares issued or transferred to an award granted
under the AR 2015 Equity Plan are forfeited, or an award granted
under the AR 2015 Equity Plan is cancelled or forfeited, expires
or is settled for cash (in whole or in part), the common shares
issued or transferred to, or subject to, such award (as
applicable) will, to the extent of such cancellation, forfeiture,
expiration, or cash settlement, again be available for issuance
or transfer as described in the AR 2015 Equity Plan. The
following common shares will not be added back to the aggregate
share limit under the AR 2015 Equity Plan: (1) shares tendered or
otherwise used in payment of an options exercise price; (2)
shares withheld or otherwise used by us to satisfy tax
withholding obligations; and (3) shares that are repurchased by
us with stock option proceeds. Further, all common shares covered
by SARs that are exercised and settled in shares, whether or not
all common shares covered by the SARs are actually issued to the
participant upon exercise, will be considered issued or
transferred to the AR 2015 Equity Plan. If a participant elects
to give up the right to receive compensation in exchange for
common shares based on fair market value, such common shares will
not count against the aggregate share limit under the AR 2015
Equity Plan.
The AR 2015 Equity Plan provides that, except for awards under
which up to an aggregate of 5% of the maximum number of common
shares that may be issued or transferred under the AR 2015 Equity
Plan:
Time-based restrictions on stock options, SARs, restricted
shares, RSUs and other share-based awards may not lapse
solely by the passage of time sooner than after one year,
unless the Compensation Committee specifically provides for
those restrictions to lapse sooner, including (1) by virtue
of the retirement, death or disability of a participant or
(2) in the event of a change in control only where either
(A) within a specified period of time a participant is
involuntarily terminated for reasons other than for cause
or terminates his or her employment for good reason or (B)
such awards are not assumed or converted into replacement
awards in a manner described in the applicable award
agreement (we refer to any change in control satisfying
these conditions as a double-trigger change in control);
and
Restrictions on stock options, SARs, restricted shares,
RSUs and other share-based awards that lapse upon the
achievement of management objectives may not lapse sooner
than after one year, and the performance period for
performance shares and performance units must be at least
one year, unless the Compensation Committee specifically
provides in a grant for earlier lapse or modification,
including by virtue of the retirement, death or disability
of a participant or a double-trigger change in control.
The AR 2015 Equity Plan is designed to allow awards made under
the 2015 Equity Plan to potentially qualify as qualified
performance-based compensation under Section 162(m) of the Code.
In particular, the AR 2015 Equity Plan includes a list of
performance measures upon which the Compensation Committee must
condition a grant or vesting of a “qualified performance-based
award” to the AR 2015 Equity Plan, which measures are as follows
(including relative or growth achievement regarding such
metrics): (1) Profits (e.g., operating income, Earnings Before
Interest, Taxes, Depreciation and Amortization (“EBITDA”),
EBIT, EBT, net income, earnings per share, residual or economic
earnings, economic profit; (2) Cash Flow (e.g., free cash flow,
free cash flow with or without specific capital expenditure
target or range, including or excluding divestments and/or
acquisitions, total cash flow, cash flow in excess of cost of
capital or residual cash flow or cash flow return on investment);
(3) Returns (e.g., profits or cash flow returns on: assets,
invested capital, net capital employed, and equity); (4) Working
Capital (e.g., working capital divided by

sales, days sales outstanding, days sales inventory, and days
sales in payables); (5) Profit Margins (e.g., EBITDA divided by
revenues, profits divided by revenues, gross margins and
material margins divided by revenues, and sales margin divided
by sales tons); (6) Liquidity Measures (e.g., debt-to-capital,
debt-to-EBITDA, total debt ratio); (7) Sales Growth, Gross
Margin Growth, Cost Initiative and Stock Price Metrics (e.g.,
revenues, revenue growth, revenue growth outside the United
States, gross margin and gross margin growth, material margin
and material margin growth, stock price appreciation, total
return to shareholders, sales and administrative costs divided
by sales, and sales and administrative costs divided by
profits); and (8) Strategic Initiative Key Deliverable Metrics
consisting of one or more of the following: product
development, strategic partnering, research and development,
vitality index, market penetration, geographic business
expansion goals, cost targets, customer satisfaction, employee
satisfaction, management of employment practices and employee
benefits, supervision of litigation and information technology,
and goals relating to acquisitions or divestitures of
subsidiaries, affiliates and joint ventures.
The description of the AR 2015 Equity Plan contained herein is
qualified in its entirety by reference to the complete terms
and conditions of the AR 2015 Equity Plan, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Because the Shareholders of the Company approved the AR 2015
Equity Plan, it became effective and replaces the Amended 2015
Equity Plan effective as of April 25, 2017, with the effect
that any outstanding awards would continue in full force and
effect in accordance with their terms.
2017 Executive Management Performance Incentive Plan
On April 25, 2017, the Shareholders of the Company also
approved the Cliffs Natural Resources Inc. 2017 Executive
Management Performance Incentive Plan (the 2017 EMPI Plan). The
2017 EMPI Plan provides a competitive annual incentive
compensation opportunity to selected executives based on
achievement against one or more key objectives and thereby
align actual pay results with the Company’s short-term
business performance. The 2017 EMPI Plan provides for payment
of compensation to our chief executive officer and certain of
our other most highly compensated employees in the form of
awards that may qualify as qualified performance-based
compensation for purposes of Section 162(m) of the Code.
(Section 162(m) generally limits the deduction that a publicly
traded company may take for compensation that it pays to such
employees). The maximum annual award to any participant under
the 2017 EMPI Plan is $7,500,000 and no award payout that has
been deferred will (between the date as of which the award
payout is deferred and the payment date) increase by a factor
greater than a reasonable rate of interest or one or more
predetermined actual investments. Grants are only awarded by
the Compensation Committee based on performance criteria
described in the 2017 EMPI Plan and awards are subject to
negative discretion on the part of the Committee to reduce
final payouts. The description of the 2017 EMPI Plan contained
herein is qualified in its entirety by reference to the
complete terms and conditions of the 2017 EMPI Plan, which is
attached hereto as Exhibit 10.2 and is incorporated herein by
reference.
Because the Shareholders of the Company approved the 2017 EMPI
Plan, the 2017 EMPI Plan is effective for the fiscal year that
began on January 1, 2017 and for each fiscal year thereafter
until terminated.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On April 25, 2017, the Company filed a Certificate of Amendment
to the Third Amended Articles of Incorporation (the
“Certificate of Amendment”) with the Secretary of State of
the State of Ohio to increase the total number of authorized
shares from 407,000,000 to 607,000,000. The Certificate of
Amendment, which was effective upon filing, is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security
Holders.

The Annual Meeting of Shareholders of the Company was held on
April 25, 2017. The final voting results for the proposals
submitted for a vote of Shareholders at the Annual Meeting are
set forth below:
As of February 24, 2017, there were 296,398,149 common shares
of the Company entitled to vote at the Annual Meeting. Each
such share was entitled to one vote. There were present at the
Annual Meeting, in person or

by proxy, holders of 219,391,772 common shares representing
more than a majority of the voting power and constituting a
quorum.
At the meeting, the Shareholders voted on the following
items:
Proposal No. 1 – Election of Directors
All of the Company’s nominees were elected as directors by
the votes indicated below for a term that will expire on the
date of the 2018 annual meeting of Shareholders:
NOMINEES
FOR
WITHHOLD
BROKER
NON-VOTES
John T. Baldwin
135,787,648
2,425,272
81,178,852
Robert P. Fisher, Jr.
134,282,194
3,930,726
81,178,852
Lourenco Goncalves
135,544,652
2,668,268
81,178,852
Susan M. Green
135,638,753
2,574,167
81,178,852
Joseph A. Rutkowski, Jr.
134,466,633
3,746,287
81,178,852
Eric M. Rychel
135,914,841
2,298,079
81,178,852
Michael D. Siegal
135,723,276
2,489,644
81,178,852
Gabriel Stoliar
134,408,051
3,804,869
81,178,852
Douglas C. Taylor
134,375,884
3,837,036
81,178,852

Proposal No. 2 – Approval of an amendment to the Third
Amended Articles of Incorporation to increase the number of
authorized Common Shares.
This proposal received an affirmative vote of the holders of
a majority of the outstanding common shares. The voting
results were as follows:
FOR
192,557,771
AGAINST
21,854,328
ABSTAIN
4,979,673
BROKER NON-VOTES

Proposal No. 3 – Approval of Amended and Restated 2015 Equity
and Incentive Compensation Plan
This proposal received an affirmative vote of a majority of
the shares present, in person or by proxy, and entitled to
vote. The voting results were as follows:
FOR
128,534,722
AGAINST
7,750,562
ABSTAIN
1,927,636
BROKER NON-VOTES
81,178,852

Proposal No. 4 – Approval of 2017 Executive Management
Performance Incentive Plan
This proposal received an affirmative vote of a majority of
the shares present, in person or by proxy, and entitled to
vote. The voting results were as follows:
FOR
129,871,198
AGAINST
6,542,336
ABSTAIN
1,799,386
BROKER NON-VOTES
81,178,852

Proposal No. 5 – Approval on an Advisory Basis of the Named
Executive Officers’ Compensation
This proposal received an affirmative vote of more than a
majority of the shares present, in person or by proxy, and
entitled to vote. The voting results were as follows:
FOR
79,310,956
AGAINST
57,135,598
ABSTAIN
1,766,366
BROKER NON-VOTES
81,178,852

Proposal No. 6 – Recommendation, on an Advisory Basis, of
the Frequency of Shareholder Votes on Named Executive
Officers’ Compensation
This proposal received the greatest number of votes for
EVERY YEAR for the frequency of the advisory votes on named
executive officer compensation. The voting results were as
follows:
1 YEAR
121,349,960
2 YEARS
1,166,727
3 YEARS
14,714,991
ABSTAIN
981,242
BROKER NON-VOTES
81,178,852

Proposal No. 7 – Ratification of Deloitte Touche LLP as
Independent Registered Public Accounting Firm for 2017
This proposal received an affirmative vote of more than a
majority of the shares present, in person or by proxy, and
entitled to vote. The voting results were as follows:
FOR
215,897,170
AGAINST
2,700,332
ABSTAIN
794,270

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits. The following exhibits are filed
herewith:
Exhibit
Number
Description
3.1
Amendment to Third Amended Articles of
Incorporation of Cliffs Natural Resources Inc.
10.1
Cliffs Natural Resources Inc. Amended and
Restated 2015 Equity and Incentive Compensation
Plan
10.2
Cliffs Natural Resources Inc. 2017 Executive
Management Performance Incentive Plan


About Cliffs Natural Resources Inc. (NYSE:CLF)

Cliffs Natural Resources Inc. is a mining and natural resources company. The Company is a supplier of iron ore pellets to the North American steel industry from its mines and pellet plants located in Michigan and Minnesota. The Company’s segments include U.S. Iron Ore and Asia Pacific Iron Ore. The Company is a producer of iron ore pellets, primarily selling production from U.S. Iron Ore to integrated steel companies in the United States and Canada. The Company manages approximately five iron ore mines located in Michigan and Minnesota. In Michigan, it is operating over two iron ore mines, Empire mine and Tilden mine. In Minnesota, it is operating approximately one iron ore mine, Hibbing mine. The other two iron ore operations in Minnesota, United Taconite mine and Northshore mine. Its Asia Pacific Iron Ore operations are located in Western Australia and consist of its Koolyanobbing operation. The Company operates an iron ore mining complex in Western Australia.

Cliffs Natural Resources Inc. (NYSE:CLF) Recent Trading Information

Cliffs Natural Resources Inc. (NYSE:CLF) closed its last trading session down -0.04 at 7.19 with 22,128,723 shares trading hands.