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): ~~April~~May 2014, 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 25.0207. ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnThe ~~April~~Annual ~~20,~~Meeting ~~2026,~~of Shareholders (the “Annual Meeting”) of Cleveland-Cliffs Inc. ~~issued a news release announcing~~ (the ~~first-quarter~~“Company”) ~~financial~~was ~~results~~held ~~for~~on ~~the~~May ~~quarter ended March 31~~14, 2026. AThe ~~copy~~final ofvoting results for the ~~news~~proposals ~~release~~submitted isfor ~~attached~~a asvote ~~Exhibit~~of ~~99.1~~shareholders toat ~~this~~the ~~Current~~Annual ~~Report~~Meeting onare ~~Form~~set ~~8-K~~forth below.

~~The~~As ~~information~~of ~~contained~~March in16, ~~this~~2026, ~~Current~~the ~~Report~~record ondate ~~Form~~for ~~8-K, including~~ the ~~exhibit~~Annual ~~attached hereto~~Meeting, isthere ~~being~~were ~~furnished~~570,396,523 ~~and~~common ~~shall~~shares ~~not~~of bethe ~~deemed~~Company entitled to bevote ~~filed~~at ~~for~~ the ~~purposes~~Annual ofMeeting. Each ~~Section~~such 18share ofwas ~~the~~entitled ~~Securities~~to ~~Exchange~~one ~~Act~~vote. There ofwere ~~1934~~present (at the ~~“Exchange~~Annual ~~Act”)~~Meeting, orin ~~incorporated~~person or by ~~reference~~proxy, ~~into~~holders ~~any filing under the Securities Act~~ of ~~1933~~438,875,947 orcommon ~~the~~shares ~~Exchange~~representing ~~Act,~~more ~~unless~~than ~~such~~a ~~subsequent~~majority ~~filing~~of ~~specifically~~the ~~references~~voting ~~this~~power ~~Current~~and ~~Report~~constituting ona ~~Form 8-K~~quorum.

~~Item~~At ~~9.01.~~the ~~Financial~~Annual ~~Statements~~Meeting, ~~and~~the ~~Exhibits.~~shareholders voted on the following items:

(d)Exhibits.
ExhibitNumber						Description
99.1						Cleveland-Cliffs Inc. published a news release on April 20, 2026 captioned, “Cleveland-Cliffs Reports First-Quarter 2026 Results.”
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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

Proposal No. 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2026


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

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:	~~April~~May 20, 2026	By:	/s/ James D. Graham
		Name:	James D. Graham
		Title:	Executive Vice President, Chief Legal and Administrative Officer & Secretary

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