Cleveland-Cliffs (CLF) investors approve directors, executive pay and Deloitte as 2026 auditor

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. reported the results of its Annual Meeting of Shareholders. As of the March 16, 2026 record date, 570,396,523 common shares were entitled to vote, and 438,875,947 shares were present in person or by proxy, establishing a quorum.

Shareholders elected all eight board nominees to serve until the 2027 annual meeting, with each receiving over 325 million votes for and substantial broker non-votes. On an advisory basis, shareholders approved named executive officer compensation with 283,241,027 votes for versus 52,583,706 against.

Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 427,885,151 votes for, 9,601,163 against and 1,389,633 abstentions, confirming continued auditor engagement.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 570,396,523 shares Shares present (quorum): 438,875,947 shares Top director votes for: 330,193,001 votes +4 more

7 metrics

Shares entitled to vote 570,396,523 shares Record date March 16, 2026

Shares present (quorum) 438,875,947 shares At 2026 annual meeting

Top director votes for 330,193,001 votes For nominee Jane M. Cronin

Say-on-pay votes for 283,241,027 votes Advisory compensation approval

Auditor ratification votes for 427,885,151 votes Deloitte & Touche LLP for 2026

Say-on-pay votes against 52,583,706 votes Advisory compensation proposal

Broker non-votes on proposals 1 & 2 101,429,760 votes Director elections and say-on-pay

Key Terms

broker non-votes, quorum, advisory basis, independent registered public accounting firm

4 terms

broker non-votes financial

"NOMINEES | FOR | WITHHELD | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum financial

"representing more than a majority of the voting power and constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

advisory basis financial

"Approval, on an Advisory Basis, of our Named Executive Officers' Compensation"

independent registered public accounting firm financial

"Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

0000764065false00007640652026-05-142026-05-14

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): May 14, 2026

CLEVELAND-CLIFFS INC.

(Exact name of registrant as specified in its charter)

Ohio

1-8944

34-1464672

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(IRS Employer 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered:

Common Shares, par value $0.125 per share

CLF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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:

FOR			427,885,151
AGAINST			9,601,163
ABSTAIN			1,389,633

3

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.

						CLEVELAND-CLIFFS INC.
Date:			May 20, 2026			By:			/s/ James D. Graham
						Name:			James D. Graham
						Title:			Executive Vice President, Chief Legal and Administrative Officer & Secretary

4

FAQ

How many Cleveland-Cliffs (CLF) shares were entitled to vote at the 2026 annual meeting?

A total of 570,396,523 Cleveland-Cliffs common shares were entitled to vote at the 2026 annual meeting. Each share carried one vote, forming the base against which quorum, director elections, and other proposal results were measured for shareholder approval levels.

Did Cleveland-Cliffs (CLF) achieve a quorum at the 2026 annual shareholder meeting?

Yes, Cleveland-Cliffs achieved a quorum with 438,875,947 common shares present in person or by proxy. This represented more than a majority of the voting power, allowing formal business, director elections, and all proposals to be validly considered and voted upon.

Were all director nominees elected at the 2026 Cleveland-Cliffs (CLF) annual meeting?

All eight Cleveland-Cliffs director nominees were elected for terms expiring at the 2027 annual meeting. Each nominee, including Lourenco Goncalves and other directors, received strong majority support, with more than 325 million votes cast for the leading candidates, plus broker non-votes recorded.

How did shareholders vote on Cleveland-Cliffs (CLF) executive compensation in 2026?

Shareholders approved Cleveland-Cliffs’ named executive officers’ compensation on an advisory basis. The say-on-pay proposal received 283,241,027 votes for, 52,583,706 against and 1,621,454 abstentions, with an additional 101,429,760 broker non-votes, indicating overall support for the current executive pay program structure.

Which audit firm did Cleveland-Cliffs (CLF) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as Cleveland-Cliffs’ independent registered public accounting firm for 2026. The ratification received 427,885,151 votes for, 9,601,163 against and 1,389,633 abstentions, confirming Deloitte & Touche’s continued role as external auditor for the current fiscal year.

What were the vote totals for Cleveland-Cliffs (CLF) say-on-pay proposal in 2026?

The say-on-pay proposal at Cleveland-Cliffs’ 2026 annual meeting received 283,241,027 votes for, 52,583,706 against and 1,621,454 abstentions. There were also 101,429,760 broker non-votes, reflecting shares present but unable to vote on this advisory compensation resolution.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB