CLEVELAND-CLIFFS INC
For the period ended Dec 31, 2023. Filed Apr 3, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 3, 2024
CLF$11.46+1.7%Stored close · as of Nov 6, 2026
Contents
1 | CLF 2024 PROXY STATEMENT
| VOTING MATTERS · BOARD VOTE RECOMMENDATION · PAGE REFERENCE (for more detail) | |||
|---|---|---|---|
| Proposal 1 | Election of Directors | FOR ALLDirector Nominees | 20 |
| Proposal 2 | Approval, on an Advisory Basis, of Our Named Executive Officers’ Compensation (“Say-on-Pay”) | FOR | 66 |
| Proposal 3 | Ratification of Independent Registered Public Accounting Firm | FOR | 68 |
| DIRECTOR NOMINEES RECOMMENDED BY THE BOARD · (PAGE 22) | ||||
|---|---|---|---|---|
| NAME | AGE | DIRECTOR SINCE | POSITION | COMMITTEE MEMBERSHIPS (1) |
| Lourenco Goncalves | 66 | 2014 | Chairman of the Board, President andChief Executive Officer | Strategy and Sustainability* |
| Douglas C. Taylor | 59 | 2014 | Lead Director | Compensation*Strategy and Sustainability |
| John T. Baldwin | 67 | 2014 | Director | Audit*Compensation |
| Ron A. Bloom | 69 | 2024 | Director | GovernanceStrategy and Sustainability |
| Susan M. Green | 64 | 2007 | Director | Governance |
| Ralph S. Michael, III | 69 | 2020 | Director | Governance*Compensation |
| Janet L. Miller | 70 | 2019 | Director | Governance |
| Ben Oren | 44 | N/A | Director Nominee | Audit** |
| Gabriel Stoliar | 70 | 2014 | Director | Strategy and Sustainability |
| Arlene M. Yocum | 66 | 2020 | Director | AuditStrategy and Sustainability |
| * Committee chair** Proposed committee assignment(1)Full committee names are: Audit – Audit Committee; Compensation – Compensation and Organization Committee; Governance – Governance and Nominating Committee; and Strategy and Sustainability – Strategy and Sustainability Committee. | ||||
| SHAREHOLDER ENGAGEMENT (summary) | (PAGE 33) |
|---|---|
| We maintain open and proactive communications with the investment community. During 2023 and early 2024, we reached out to our top 25 shareholders, representing approximately 44% of our outstanding common shares (approximately 55% of the votes cast at our 2023 Annual Meeting of Shareholders), to solicit their perspectives on our compensation program, financial performance, corporate governance, sustainability and other topics. These discussions included our independent Lead Director when requested. The feedback received from our outreach efforts is shared with and considered by our Board of Directors (the “Board”), and our engagement activities have generated valuable input that helps inform our decisions and strategy, when appropriate. See the section entitled “Shareholder Engagement” in the Compensation Discussion and Analysis (“CD&A”) section for more details as to what we heard from our recent engagement activities and how we responded to that feedback. | |
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