CLEVELAND-CLIFFS INC.
For the period ended Dec 31, 2024. Filed Apr 2, 2025.
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, 2024 · Filed Apr 2, 2025
CLF$11.46+1.7%Stored close · as of Nov 6, 2026
Contents
1 | CLF 2025 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 | 63 |
| Proposal 3 | Ratification of Independent Registered Public Accounting Firm | FOR | 65 |
| DIRECTOR NOMINEES RECOMMENDED BY THE BOARD · (PAGE 22) | ||||
|---|---|---|---|---|
| NAME | AGE | DIRECTOR SINCE | POSITION | COMMITTEE MEMBERSHIPS (1) |
| Lourenco Goncalves | 67 | 2014 | Chairman of the Board, President andChief Executive Officer | Strategy and Sustainability* |
| Douglas C. Taylor | 60 | 2014 | Lead Director | Compensation*Strategy and Sustainability |
| John T. Baldwin | 68 | 2014 | Director | Audit*Compensation |
| Ron A. Bloom | 70 | 2024 | Director | GovernanceStrategy and Sustainability |
| Jane M. Cronin | 57 | 2025 | Director | Audit |
| Susan M. Green | 65 | 2007 | Director | Governance |
| Ralph S. Michael, III | 70 | 2020 | Director | Governance*Compensation |
| Ben Oren | 45 | 2024 | Director | Audit |
| Gabriel Stoliar | 71 | 2014 | Director | Strategy and Sustainability |
| Arlene M. Yocum | 67 | 2020 | Director | AuditStrategy and Sustainability |
| * Committee chair(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 31) |
|---|---|
| We maintain open and proactive communications with the investment community. During 2024 and early 2025, we reached out to our top 25 shareholders, representing over 45% of our outstanding common shares (approximately 65% of the votes cast at our 2024 Annual Meeting of Shareholders), to solicit their perspectives on our compensation program, financial performance, corporate governance, sustainability and other topics. We also made our independent Lead Director available for these meetings. 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 sub-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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