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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Shareholders (the "Annual Meeting") of Cleveland-Cliffs Inc. (the "Company") was held on May 14, 2026. The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below.
As of March 16, 2026, the record date for the Annual Meeting, there were 570,396,523 common shares of the Company entitled to vote at the Annual Meeting. Each such share was entitled to one vote. There were present at the Annual Meeting, in person or by proxy, holders of 438,875,947 common shares representing more than a majority of the voting power and constituting a quorum.
At the Annual Meeting, the shareholders voted on the following items:
Proposal No. 1: Election of Directors
All of the Company's nominees were elected as directors by the votes indicated below for a term that will expire on the date of the Company's 2027 annual meeting of shareholders:
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NOMINEES
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Lourenco Goncalves
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325,012,841
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12,433,346
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101,429,760
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Ralph S. Michael, III
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323,157,420
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14,288,767
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101,429,760
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John T. Baldwin
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324,604,477
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12,841,710
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101,429,760
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Ron A. Bloom
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328,361,494
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9,084,693
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101,429,760
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Edilson T. Camara
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328,766,034
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8,680,153
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101,429,760
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Jane M. Cronin
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330,193,001
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7,253,186
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101,429,760
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Ben Oren
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328,724,383
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8,721,804
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101,429,760
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Arlene M. Yocum
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329,777,762
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7,668,425
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101,429,760
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Proposal No. 2: Approval, on an Advisory Basis, of our Named Executive Officers' Compensation
This proposal received an affirmative vote of more than a majority of the shares present, in person or represented by proxy, at the Annual Meeting and entitled to vote. The voting results were as follows:
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FOR
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283,241,027
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AGAINST
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52,583,706
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ABSTAIN
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1,621,454
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BROKER NON-VOTES
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101,429,760
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2
Proposal No. 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2026
This proposal received an affirmative vote of more than a majority of the shares present, in person or represented by proxy, at the Annual Meeting and entitled to vote. The voting results were as follows:
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FOR
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427,885,151
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AGAINST
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9,601,163
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ABSTAIN
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1,389,633
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3