CLEVELAND-CLIFFS INC. 8-K

What Happened
Cleveland-Cliffs Inc. filed an 8-K (dated Feb. 23, 2026) reporting that Lead Director Douglas C. Taylor tendered his resignation on February 19, 2026, which the Board accepted effective February 22, 2026. The filing states Mr. Taylor’s resignation was not due to any disagreement with the company; it followed the company’s governance rule requiring a director to resign when their primary occupation or business affiliation changes. The Board appointed Ralph S. Michael, III as the new Lead Director and named Edilson T. Camara as Chairman of the Compensation and Organization Committee.

Key Details

• Resignation tendered by Douglas C. Taylor on February 19, 2026; accepted by the Board on February 22, 2026 (effective immediately).
• Reason: change in primary occupation/affiliation per the Company’s Corporate Governance Guidelines; not due to disagreement with the Company.
• Board appointments: Ralph S. Michael, III → Lead Director; Edilson T. Camara → Chair, Compensation and Organization Committee.
• 8-K filed February 23, 2026; signed by James D. Graham, EVP, Chief Legal & Administrative Officer & Secretary.

Why It Matters
Board leadership changes can affect governance oversight and investor confidence. This filing confirms a planned, governance-driven transition (not a dispute) and names successors for the Lead Director and a key committee chair, which preserves continuity in board oversight and compensation governance. Investors should note the change for proxy voting, governance reviews, or any engagement with the board.