Cleveland-Cliffs Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 14:45

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
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:
NOMINEES FOR WITHHELD BROKER
NON-VOTES
Lourenco Goncalves 325,012,841 12,433,346 101,429,760
Ralph S. Michael, III 323,157,420 14,288,767 101,429,760
John T. Baldwin 324,604,477 12,841,710 101,429,760
Ron A. Bloom 328,361,494 9,084,693 101,429,760
Edilson T. Camara 328,766,034 8,680,153 101,429,760
Jane M. Cronin 330,193,001 7,253,186 101,429,760
Ben Oren 328,724,383 8,721,804 101,429,760
Arlene M. Yocum 329,777,762 7,668,425 101,429,760
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:
FOR 283,241,027
AGAINST 52,583,706
ABSTAIN 1,621,454
BROKER NON-VOTES 101,429,760
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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:
FOR 427,885,151
AGAINST 9,601,163
ABSTAIN 1,389,633
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