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): October 15, 2014
 
Cliffs Natural Resources Inc.
(Exact name of registrant as specified in its charter)

	

Ohio	 	1-8944	 	34-1464672	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification Number)	
 	 	
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
(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:

		
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

		
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

		
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

		
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

		
Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
On October 15, 2014, the Board of Directors (the “Board”) of Cliffs Natural Resources Inc. (the “Company”) elected Susan M. Green to the Board, effective immediately. Ms. Green previously served on the Board from 2007-2014. The Board has determined that Ms. Green has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is independent within the Company’s director independence standards, which are consistent with the New York Stock Exchange’s director independence standards as currently in effect. In connection with Ms. Green's appointment, the Board appointed Ms. Green as a member of the Governance and Nominating Committee of the Company.
As a non-employee director, Ms. Green will receive compensation in the same manner as the Company’s other non-employee directors, which compensation the Company previously disclosed under the heading “Director Compensation” in its most recent proxy statement filed with the Securities and Exchange Commission on June 10, 2014 (the “2014 Proxy Statement”). Ms. Green will participate in the Company’s Nonemployee Directors’ Compensation Plan, as amended , and, following its effectiveness on December 1, 2014, the Company’s 2014 Nonemployee Directors’ Compensation Plan (collectively, the "Plan"). Pursuant to the Plan, Ms. Green is to receive a prorated annual equity grant of restricted shares as calculated using the grant date fair value and also will be entitled to a quarterly director retainer fee.
The Company also expects to enter into an Indemnification Agreement with Ms. Green, the form of which is included as Exhibit 10.1 to this Current Report on Form 8-K. The Indemnification Agreement provides that, to the extent permitted by Ohio law, the Company will indemnify Ms. Green against all expenses, costs, liabilities and losses (including attorneys’ fees, judgments, fines or settlements) incurred or suffered by her in connection with any suit in which she is a party or otherwise involved as a result of her service as a member of the Board. The foregoing discussion of the terms of the form of Indemnification Agreement is qualified in its entirety by reference to the full text of the Indemnification Agreement.
A copy of the press release relating to the appointment of Ms. Green as a director is attached hereto as Exhibit 99.1.
On October 15, 2014, Janice K. Henry notified the Company of her decision to resign from the Board, effective immediately. Ms. Henry served as a director since September 2009 and recently served as Chair of the Audit Committee. John T. Baldwin, a current member of the Audit Committee, has been appointed as Chair of the Committee, effective October 15, 2014.

		
Item 9.01.	Financial Statements and Exhibits.	
		
(d)	Exhibits.	

			
Exhibit
Number	 	Description	
10.1	 	Form of Indemnification Agreement between Cliffs Natural Resources Inc. and Directors (filed as Exhibit 10.5 to the Cliffs Natural Resources Inc. Annual Report on Form 10-K on February 16, 2012 and incorporated by reference)	
99.1	 	Cliffs Natural Resources Inc. published a news release on October 17, 2014 captioned, “Cliffs Natural Resources Inc. Appoints Susan Green to Board of Directors”	

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.	
 	 	 	 	
Date:	October 17, 2014	By:	/s/ James D. Graham	
 	 	 	Name: James D. Graham	
 	 	 	Title: Vice President, Chief Legal Officer & Secretary	

EXHIBIT INDEX

	
			
Exhibit
Number	 	Description	
10.1	 	Form of Indemnification Agreement between Cliffs Natural Resources Inc. and Directors (filed as Exhibit 10.5 to the Cliffs Natural Resources Inc. Annual Report on Form 10-K on February 16, 2012 and incorporated by reference)	
99.1	 	Cliffs Natural Resources Inc. published a news release on October 17, 2014 captioned, “Cliffs Natural Resources Inc. Appoints Susan Green to Board of Directors”	

EXHIBIT 99.1