(Adds quote from letter, detail on payments)
Aug 15 One of Cliffs Natural Resources Inc's
few incumbent directors has stepped down and delivered a
stinging resignation letter, filings showed on Friday, as the
miner separately said it was on the hook for millions of dollars
in payments to its former chief executive officer and others in
the wake of a proxy fight.
Timothy Sullivan was one of a minority of Cliffs directors
re-elected after hedge fund Casablanca Capital triumphed in a
proxy battle last month. He had chaired the compensation
committee since July 2013.
In his letter, Sullivan said he said he had initially been
looking forward to continuing at Cliffs, but his view changed
after the new board's first meeting.
"I have served on many boards in my career, both public and
private," he wrote. "I can assure you that I have never
experienced anything like what transpired in our initial board
Addressing new Chairman and CEO Lourenco Goncalves, Sullivan
said: "It was clear neither you nor the new directors wanted to
hear anything that might be contrary to your pre-scripted plan."
Sullivan said he had concluded he could not adequately
represent all Cliffs shareholders on the board.
Separately, Cliffs said it would have to pay former CEO Gary
Halverson $11 million under change-of-control provisions adopted
by the board last year. It said it would also need to make $16.9
million in similar payments to other officers and employees.
Goncalves, Casablanca's pick for CEO, has said he plans to
refocus Cliffs "on a new strategic path" that builds on its
strengths. In an interview with Reuters in February, he said he
would focus on supplying iron ore to steelmakers in the United
States, not selling into the competitive global iron ore market.
Cliffs shares were little changed, down 2 cents at $16.86 on
the New York Stock Exchange.
(Reporting by Allison Martell; Editing by Lisa Von Ahn)