CLEVELAND-CLIFFS INC. 8-K

What Happened

• Cleveland-Cliffs Inc. filed an 8-K reporting the voting results from its Annual Meeting held May 14, 2026 (record date March 16, 2026). There were 570,396,523 common shares entitled to vote and 438,875,947 shares present in person or by proxy (quorum).
• All company nominees were elected to the board for terms ending at the 2027 annual meeting. Nominees included Lourenco Goncalves, Ralph S. Michael, III, John T. Baldwin, Ron A. Bloom, Edilson T. Camara, Jane M. Cronin, Ben Oren and Arlene M. Yocum.
• Shareholders also voted on an advisory approval of executive compensation (say-on-pay) and ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.

Key Details

• Record date and voting power: 570,396,523 shares entitled to vote; 438,875,947 shares present (quorum).
• Director example vote: Lourenco Goncalves — For: 325,012,841; Withheld: 12,433,346; Broker non-votes: 101,429,760. (All other nominees were elected with similar vote totals.)
• Say-on-pay: For 283,241,027; Against 52,583,706; Abstain 1,621,454; Broker non-votes 101,429,760 (affirmative, representing a large majority of votes cast).
• Auditor ratification: Deloitte & Touche LLP — For 427,885,151; Against 9,601,163; Abstain 1,389,633 (strong majority approval).

Why It Matters

• Board continuity: Re-election of all nominees preserves current leadership and board composition, which matters for strategic and operational continuity.
• Compensation and governance signals: The advisory approval of executive pay passed with substantial support (majority of votes cast), indicating broad shareholder acceptance of the company’s executive compensation program.
• Audit continuity: Ratifying Deloitte & Touche LLP maintains the company’s auditor relationship for 2026, supporting continuity in financial reporting oversight.

Investors tracking governance, board composition, or shareholder sentiment can use these results to gauge support levels for management and corporate policies at Cleveland-Cliffs.