Replies to post #8208 on The Rising Influence of Rising Affluence

[Democritus_of_Abdera]

Re: CLF Postponment of Annual meeting...

I interpreted CLF's statement as an intent to delay the record date for shareholders, not to delay the meeting date.... albeit I'm somewhat confused why they added the modifier "originally scheduled" when referring to the date of the annual meeting in their clarification.

Casablanca claims that CLF intends to indefinitely postpone the shareholder vote, i.e. " The Board that owns virtually no shares and has presided over an 80% value destruction is in our view showing its true colors by indefinitely postponing a shareholder vote and falsely suggesting that the delay was advocated by Casablanca.”

The different interpretations arise depending upon which "date" one assumes CLF is referring to in the last of the following three sentences in CLF's news release.

Cliffs has determined to postpone the record date for its annual meeting of shareholders, originally scheduled to be held on May 13, 2014. The new record date will be announced in a future press release. Further details regarding the annual meeting, including the date, will be included in the Company’s definitive proxy statement, ...

As I understand it , the record date is the date set to determine stockholders entitled to notice of the annual meeting. ..... If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. ( http://delcode.delaware.gov/title8/c001/sc07/ )

Quotes from the relevant SEC filings:

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CLF PR: http://www.sec.gov/Archives/edgar/data/764065/000076406514000030/a20140307-defa14axproposed.htm
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CLEVELAND — March 7, 2014 — Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today announced that, in an attempt to avoid a costly and distracting proxy contest, the Company has attempted in good faith to reach a settlement with Casablanca Capital that it believes would be in the best interests of all Cliffs shareholders. Casablanca has requested that Cliffs postpone the record date for its annual meeting of shareholders. In order to accommodate this request and to continue to pursue a potential settlement, Cliffs has determined to postpone the record date for its annual meeting of shareholders, originally scheduled to be held on May 13, 2014. The new record date will be announced in a future press release. Further details regarding the annual meeting, including the date, will be included in the Company’s definitive proxy statement, which will be mailed to shareholders of record in advance of the meeting.....

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Casablanca Complaint: http://www.sec.gov/Archives/edgar/data/764065/000090266414001619/p14-0898dfan14a.htm
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NEW YORK – March 7, 2014 – Casablanca Capital LP (“Casablanca”) today issued the following statement condemning Cliffs Natural Resources Inc. (NYSE: CLF) for its decision to indefinitely postpone its annual meeting of shareholders previously scheduled for May 13, 2014:

"The Board that owns virtually no shares and has presided over an 80% value destruction is in our view showing its true colors by indefinitely postponing a shareholder vote and falsely suggesting that the delay was advocated by Casablanca. We look forward to engaging in a substantive dialogue with other Cliffs shareholders."

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CLF Clarification: http://www.sec.gov/Archives/edgar/data/764065/000076406514000032/a20140307-defa14axrecordda.htm
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On March 3, 2014, James Kirsch, Cliffs’ Chairman, had a telephonic conversation with Donald Drapkin, Chairman of Casablanca Capital and Douglas Taylor, CEO of Casablanca Capital. During this conversation, Mr. Drapkin made the suggestion that Cliffs postpone the record date for Cliffs’ annual meeting of shareholders, originally scheduled to be held on May 13, 2014. In accordance with this conversation, Cliffs’ Board agreed to accommodate this request in order to continue to pursue a potential settlement. Cliffs’ Board and management team stand by its decision to postpone the record date and is ready to engage with Casablanca.