CLEVELAND-CLIFFS INC
For the period ended Dec 31, 2023. Filed Apr 3, 2024.
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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
33 | CLF 2024 PROXY STATEMENT
| WHAT WE HEARD... | HOW WE RESPONDED... | |
|---|---|---|
| Shareholders expressed gratitude that the Compensation Committee incorporated feedback provided through prior shareholder outreach efforts into designing and implementing the overall executive compensation program for 2023. | ü | The Compensation Committee designed our executive compensation program to align with shareholder interests and is pleased that shareholders agree that the compensation program aligns with their interests, as indicated by the 93% support for Say-on-Pay received in 2023. Given the strong support, the Compensation Committee did not make material changes to the overall executive compensation program. In accordance with prior feedback, the Compensation Committee did not make any special discretionary awards to executive officers as part of the 2023 compensation program. The Compensation Committee also used continued rigor when setting goals and evaluating strategic initiatives. |
| Shareholders asked about the use of one-time discretionary awards to executives in prior periods. | ü | There were no one-time discretionary awards paid out as part of the 2023 compensation program. The Compensation Committee acknowledges that special discretionary awards are tools that should be used only in extraordinary circumstances. |
| Shareholders reiterated the desire to retain Chairman, President and CEO, Lourenco Goncalves. | ü | Our shareholders have consistently expressed their view that Mr. Goncalves is critical to the long-term success of the Company and that his retention needs to be a top priority of the Compensation Committee. The Board also views Mr. Goncalves as a uniquely talented CEO and recognizes the importance of retaining him for the long term. As such, the Compensation Committee has put together a compensation package that it believes will incentivize Mr. Goncalves to remain in his current role at Cleveland-Cliffs. We believe that his contributions to generating shareholder value that has outperformed the broader market are recognized in the stock performance charts shown for the one, three and five-year periods. |
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