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CLIFFS NATURAL RESOURCES INC. FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) 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 Form of Indemnification Agreement between Cliffs Natural 10.1 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) Cliffs Natural Resources Inc. published a news release on October 99.1 17, 2014 captioned, "Cliffs Natural Resources Inc. Appoints Susan Green to Board of Directors" -------------------------------------------------------------------------------- |