DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  þ                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

þ Definitive Additional Materials

 

¨ Soliciting Material Pursuant to Section 240.14a-12

 

CLIFFS NATURAL RESOURCES INC.

(Name of Registrant as Specified In Its Charter)

 

 

          

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

þ No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

          

 

  (2) Aggregate number of securities to which transaction applies:

 

          

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

          

 

  (4) Proposed maximum aggregate value of transaction:

 

          

 

  (5)   Total fee paid:

 

          

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

          

 

  (2) Form, Schedule or Registration Statement No.:

 

          

 

  (3) Filing Party:

 

          

 

  (4) Date Filed:

 

          

 


*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 08, 2012

 

     

 

Meeting Information            

 

      Meeting Type:  Annual Meeting     
   CLIFFS NATURAL RESOURCES INC.    For holders as of:  March 09, 2012     
      Date:  May 08, 2012     Time: 11:30 AM EDT
      Location:   200 Public Square
     

  3rd Floor

     

  Cleveland, OH 44114

 

 

 

 

LOGO

CLIFFS NATURAL RESOURCES INC.

ATTN: SECRETARY

200 Public Square, Suite 3300

CLEVELAND, OH 44114-2315

   

You are receiving this communication because you hold shares in the above named company.

 

      This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
     

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

    See the reverse side of this notice to obtain proxy materials and voting instructions.

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Before You Vote  

    
            
        

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:

       

 

1.  Notice & Proxy Statement        2.  Annual Report        3.  2012 Incentive Equity Plan        4. 2012 Executive Management Performance Incentive Plan

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

 

   

1)  BY INTERNET:

2)  BY TELEPHONE:

3)  BY E-MAIL*:

 

www.proxyvote.com

1-800-579-1639

sendmaterial@proxyvote.com

   

 

 

*    If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow

      LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 24, 2012 to facilitate timely delivery.

 

   

 

   

 

How To Vote

    
            
        

Please Choose One of the Following Voting Methods

 

      

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

    

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Voting Items   

 

The Board of Directors recommends you vote FOR the following nominees:

  

 

        1.  

Election Of Directors

 

Nominees:

        1a  

J.A. Carrabba

 

        1b

 

 

S.M. Cunningham

 

        1c

 

 

B.J. Eldridge

        1d  

A.R. Gluski

 

        1e

 

 

S.M.Green

        1f  

J.K. Henry

        1g  

J.F. Kirsch

        1h  

F.R. McAllister

        1i  

R.K. Riederer

        1j  

R.A. Ross

The Board of Directors recommends you vote FOR the following proposals:

        2.

 

A proposal to amend our Regulations to add

a provision to allow the Board to amend the

Regulations without shareholder approval as

permitted under Ohio law;

 

3 A proposal to approve, an an advisory basis, our named executive officer compensation, commonly known as “Say on Pay”;

 

4 A proposal to approve the 2012 Incentive Equity Plan;

 

5 A proposal to approve the 2012 Executive Management Performance Incentive Plan;

 

6 Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.

NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

 

 

 

 

 

 

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