Cliffs Natural Resources Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   May 17, 2011

Cliffs Natural Resources Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Ohio 1-8944 34-1464672
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
200 Public Square, Suite 3300, Cleveland, Ohio   44114-2315
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   216-694-5700

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2011 Annual Meeting of Shareholders of Cliffs Natural Resources Inc. (the “Company”) was held on May 17, 2011. The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below:

As of March 25, 2011, there were 135,643,222 common shares outstanding and entitled to vote at the Annual Meeting, and each common share was entitled to one vote. There were present at the Annual Meeting, in person or by proxy, holders of 113,699,570 common shares representing more than a majority of the voting power and constituting a quorum.

Proposal No. 1.

For the election of Directors, twelve nominees were elected, as follows:

1

                                 
NOMINEES   FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
Joseph A. Carrabba
     94,919,306       4,974,628       216,003       13,589,633  
Susan M. Cunningham
     99,706,620       226,123       177,194       13,589,633  
Barry J. Eldridge
     97,000,300       2,931,013       178,624       13,589,633  
Andrés R. Gluski
     99,671,740       256,698       181,499       13,589,633  
Susan M. Green
     99,584,933       341,473       183,531       13,589,633  
Janice K. Henry
     96,975,007       2,959,046       175,884       13,589,633  
James F. Kirsch
     99,634,387       295,586       179,964       13,589,633  
Francis R. McAllister
     94,947,580       4,981,495       180,862       13,589,633  
Roger Phillips
     96,967,346       2,962,057       180,534       13,589,633  
Richard K. Riederer
     99,119,287       777,623       213,027       13,589,633  
Richard A. Ross
     99,680,453       249,833       179,651       13,589,633  
Alan Schwartz
     97,725,548       2,204,356       180,033       13,589,633  

Proposal No. 2

An affirmative vote of more than a majority of shares outstanding were received for Proposal 2, the adoption of an Amendment to our Second Amended Articles of Incorporation to increase the number of authorized common shares from 224,000,000 to 400,000,000 which will result in an increase in the total number of authorized shares from 231,000,000 to 407,000,000. The voting results were as follows:

         
FOR
     90,233,308  
AGAINST
     22,992,199  
ABSTAIN
     474,063  

Proposal No. 3

An affirmative vote of more than a majority of the shares entitled to vote and present were received for Proposal No. 3, the advisory vote on our named executive officer compensation. The voting results were as follows:

         
FOR
     93,193,479  
AGAINST
     6,490,618  
ABSTAIN
     425,840  
BROKER NON-VOTES
     13,589,633  

Proposal No. 4

The greatest number of votes of the shares entitled to vote and present were received for every year for Proposal No. 4, the advisory vote on the frequency of shareholder votes on named executive officer compensation. The voting results were as follows:

         
EVERY YEAR
     80,004,870  
EVERY TWO YEARS
     2,049,736  
EVERY THREE YEARS
     17,774,991  
ABSTAIN
     280,340  
BROKER NON-VOTES
     13,589,633  

In accordance with the voting results concerning this proposal, the Company has determined that it will hold an annual advisory vote on named executive officer compensation until the next advisory vote on the frequency of the advisory vote on named executive officer compensation.

Proposal No. 5

An affirmative vote of more than a majority of the shares entitled to vote and present were received for Proposal No. 5, the non-binding shareholder proposal regarding majority voting in certain director elections. The voting results were as follows:

         
FOR
     56,095,908  
AGAINST
     43,680,028  
ABSTAIN
     334,001  
BROKER NON-VOTES
     13,589,633  

Proposal No. 6

More than a majority of the shares entitled to vote and present voted for Proposal No. 6, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011. The voting results were as follows:

         
FOR
     111,849,512  
AGAINST
     1,632,494  
ABSTAIN
     217,564  

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Cliffs Natural Resources Inc.
          
May 20, 2011   By:   /s/ Gina K. Gunning
       
        Name: Gina K. Gunning
        Title: General Counsel, Corporate Affairs and Secretary