SEC No-Action Letter to Cleveland-Cliffs, March 4, 2003

March 4, 2003

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Cleveland-Cliffs Inc.
Incoming letter dated December 31, 2002

The proposal requests the board of directors to conduct an annual, shareholder poll of auditor reputation and release the results of the poll to the news media.

There appears to be some basis for your view that Cleveland-Cliffs may exclude the proposal under rule 14a-8(i)(7), as relating to ordinary business matters (i.e., the company's selection of independent auditors). Accordingly, we will not recommend enforcement action to the Commission if Cleveland-Cliffs omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Cleveland-Cliffs relies.

Sincerely,

 

Alex Shukhman
Attorney-Advisor