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): September 1, 2009

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))

Item 1.01 Entry into a Material Definitive Agreement.

On September 1, 2009 the Board of Directors of Cliffs Natural Resources Inc. (the "Company") elected Janice K. Henry to the Board. Upon election, the Company entered into an Indemnification Agreement with Ms. Henry, the form of which is attached as Exhibit 10(a) to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference. The Indemnification Agreement provides that, to the extent permitted by Ohio law, the Company will indemnify Ms. Henry 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 Indemnification Agreement is qualified in its entirety by reference to the full text of the Indemnification Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2009, the Board of Directors of the Company elected Janice K. Henry (age 58) to the Board, increasing the size of the Board from ten to eleven Directors. She has also been appointed to serve on the Company’s Audit Committee. The Board of Directors has determined that Ms. Henry has no material relationship with the Company (either 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 reflect exactly the New York Stock Exchange’s director independence standards as currently in effect.

Ms. Henry was formerly Senior Vice President of Martin Marietta Materials, Inc. (NYSE:MLM) ("Martin Marietta"), a producer of construction aggregates serving the public infrastructure, commercial and residential construction markets in the United States, from 1998 until her retirement in June 2006. She also served as Chief Financial Officer from 1994 through June 2005 and Treasurer from 2002 through March 2006. From June 2006 through June 2009, Ms. Henry has served in a consulting capacity for Martin Marietta. Since February 2008, she has served a director of North American Galvanizing & Coatings, Inc. (NASDAQ:NGA), a provider of hot-dip galvanizing and coatings for corrosion protection of fabricated steel products. She has previously served as a director and member and chair of the audit committee of Inco Limited, a North American nickel producer, from 2004 until its acquisition in 2006 by Vale (NYSE:VALE).

As a director, Ms. Henry will participate in the Company’s Nonemployee Directors’ Compensation Plan (Amended and Restated as of December 31, 2009) ("Plan") a copy of which is included as Exhibit 10(a) to Item 9.01 of this Current Report on Form 8-K. Pursuant to the Plan, Ms. Henry has received a prorated Annual Equity Grant of 2,138 restricted shares of the Company’s stock. She will also receive a prorated directors&# x2019; retainer fee for the third quarter also pursuant to the Plan.

A copy of the press release relating to the appointment of Ms. Henry is attached hereto as Exhibit 99(a) and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

10(a) Form of Indemnification Agreement between Cliffs Natural Resources Inc. (formerly Cleveland-Cliffs Inc.) and Directors (filed as Exhibit 10(f) to Form 10-K of Cliffs on February 2, 2001 and incorporated by reference)

10(b) Cliffs Natural Resources Inc. Nonemployee Directors’ Compensation Plan (Amended and Restated as of December 31, 2008) (filed as Exhibit 10(nnn) to Form 10-K of Cliffs Natural Resources Inc. on February 26, 2009 and incorporated by reference)

99(a) Press Release dated September 2, 2009

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.
September 2, 2009	By:	George W. Hawk, Jr.
		Name: George W. Hawk, Jr.
		Title: General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.(a)	Press Release dated September 2, 2009

EX-99.(A)

NEWS RELEASE

Janice K. Henry Joins Cliffs Natural Resources Inc. Board of Directors

CLEVELAND—Sept. 2, 2009—Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today announced that Janice K. Henry, former senior vice president and chief financial officer of Martin Marietta Materials, Inc. (NYSE: MLM), was elected to Cliffs’ board of directors.

Joseph A. Carrabba, chairman, president and chief executive officer of Cliffs, said, “Janice brings to our board over 20 years experience in basic materials, most recently as CFO at Martin Marietta, where she played a key leadership role in the company’s IPO process and establishment of the firm’s financial disciplines as a public company. While there she gained crucial experience in capital structure management, acquisition negotiations and financial integration, all of which will prove invaluable as Cliffs continues the execution of its strategic plans.”

Ms. Henry, age 58, retired from Martin Marietta in June 2006 as a Senior Vice President. Ms. Henry was Chief Financial Officer of the company from 1994 through 2005, and also served as Treasurer from 2002 through 2006. She currently serves on the board of directors of North American Galvanizing & Coatings, Inc. (NASDAQ: NGA) and previously served on the board of Inco Limited, now known as Vale Inco, a wholly-owned subsidiary of the second largest mining company in the world, Vale (NYSE: VALE) of Brazil.

“Cliffs has one of the most exciting and dynamic stories in the mining and natural resources industry today,” said Ms. Henry. “I am enthusiastic about joining the Company’s board and look forward to working closely with Joe and the rest of the team in delivering long-term shareholder value.”

To be added to Cliffs Natural Resources’ e-mail distribution list, please click on the link below:
http://www.cpg-llc.com/clearsite/clf/emailoptin.html

ABOUT CLIFFS NATURAL RESOURCES INC.
Cliffs Natural Resources is an international mining and natural resources company. We are the largest producer of iron ore pellets in North America, a major supplier of direct-shipping lump and fines iron ore out of Australia and a significant producer of metallurgical coal. With core values of environmental and capital stewardship, our colleagues across the globe endeavor to provide all stakeholders operating and financial transparency as embodied in the Global Reporting Initiative (GRI) framework. Our Company is organized through three geographic business units:

The North American business unit is comprised of six iron ore mines owned or managed in Michigan, Minnesota and Eastern Canada, and two coking coal mining complexes located in West Virginia and Alabama. The Asia Pacific business unit is comprised of two iron ore mining complexes in Western Australia and a 45% economic interest in a coking and thermal coal mine in Queensland, Australia. The South American business unit includes a 30% interest in the Amapá Project, an iron ore project in the state of Amapá in Brazil.

Over recent years, Cliffs has been executing a strategy designed to achieve scale in the mining industry and focused on serving the world’s largest and fastest growing steel markets.

News releases and other information on the Company are available on the Internet at:
http://www.cliffsnaturalresources.com or
www.cliffsnaturalresources.com/Investors/Pages/default.aspx?b=1041&1=1

SOURCE: Cliffs Natural Resources Inc.

INVESTOR AND FINANCIAL MEDIA CONTACTS:

Steve Baisden
Director, Investor Relations and Corporate Communications
(216) 694-5280
steve.baisden@cliffsnr.com

Christine Dresch
Manager – Corporate Communications
(216) 694-4052
christine.dresch@cliffsnr.com

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