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Re: DewDiligence post# 8631

Wednesday, 07/02/2014 6:10:48 PM

Wednesday, July 02, 2014 6:10:48 PM

Post# of 30495
Re: CLF Vote

Dew, I also voted my proxy today...

Rather than voting for Casablanca's slate, I voted for a subset of CLF directors using the "white proxy" as I had foreshadowed before (#msg-102997537).

I did not vote for Kirsch, but have mixed feelings in this regard... Despite the focus on Kirsch as the Bad Guy, I suspect that Francis McAllister is more deserving of the Bad Guy title and that Kirsch might be making hard decisions to reverse the damage done under McAllister's leadership; albeit, he seems to be heavy-handed.

McAllister was the lead Director and a member of the Strategy and Sustainability Committee when the decisions to aggressively leverage the company were instituted. Kirsch was not on the Strategy committee, instead he was chair of the Compensation and Organization Committee and a member of the Governance and Nominating Committee (see: http://www.sec.gov/Archives/edgar/data/764065/000130817913000149/lcliffsnr2013_def14a.htm ); committee assignments that would not have given Kirsch prime mover status relative to the acquisition and leverage decisions.

In any event, the Bad Guy label is stuck to Kirsch and I believe that Kirsch needs to go to mollify the shareholders.

I am not voting for Barry Eldridge & Richard Riederer because they were on the Strategy and Sustainability Committee when CLF over-reached in its acquisition of Consolidated Thomson.... These directors might or might not have supported the acquisition and aggressive leveraging. Even if they had significant doubts about the company's plans, they were not effective board members and should be replaced in my opinion.

I voted cumulatively in the following manner:

3 share equivalents for Gary B. Halverson
3 share equivalents for Timothy W. Sulivan
2 share equivalents for Susan M Green
1 share equivalent for Mark E Gaumond
1 share equivalent for Janice K Henry
1 share equivalent for Stephen M Johnson

No for Proposal 2
Yes for Proposal 3
Yes for Proposal 4
Yes for Proposal 5

I voted no for proposal 2 because the directors are not keeping the shares they are awarded and I do not see that giving them shares is any better than an up front award of money.

Note that to make a cumulative vote was not simple... I had to contact my broker (at Morgan Stanley). Their proxy department initially suggested that I use www.proxyvote.com. When I pointed out that the website did not support cumulative voting, they replied that I did not have the right to cumulatively vote... When I pointed out that the proxy explicitly said that I could vote cumulatively... They thought about it for a few days then instructed me to send them my exact number of votes for each candidate which I did today. I assume that my votes will be correctly placed.

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