CLEVELAND-CLIFFS INC.
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
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, 2025 · Filed Apr 2, 2026
CLF$11.46+1.7%Stored close · as of Nov 6, 2026
Contents
1 | CLF 2026 PROXY STATEMENT
| VOTING MATTERS · BOARD VOTE RECOMMENDATION · PAGE REFERENCE (for more detail) | |||
|---|---|---|---|
| Proposal 1 | Election of Directors | FOR ALLDirector Nominees | 19 |
| 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 21) | ||||
|---|---|---|---|---|
| NAME | AGE | DIRECTOR SINCE | POSITION | COMMITTEE MEMBERSHIPS (1) |
| Lourenco Goncalves | 68 | 2014 | Chairman of the Board, President andChief Executive Officer | Strategy and Sustainability* |
| Ralph S. Michael, III | 71 | 2020 | Lead Director | Governance*Compensation |
| John T. Baldwin | 69 | 2014 | Director | Audit*Compensation |
| Ron A. Bloom | 71 | 2024 | Director | GovernanceStrategy and Sustainability |
| Edilson T. Camara | 57 | 2025 | Director | Compensation* |
| Jane M. Cronin | 58 | 2025 | Director | Audit |
| Ben Oren | 46 | 2024 | Director | Audit |
| Arlene M. Yocum | 68 | 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 29) |
|---|---|
| We maintain open and proactive communications with the investment community. During 2025 and early 2026, we reached out to our top 25 shareholders, representing over 50% of our outstanding common shares (approximately 70% of the votes cast at our 2025 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. | |
| EXECUTIVE COMPENSATION PHILOSOPHY AND CORE PRINCIPLES | (PAGE 31) |
|---|---|
| Our guiding executive compensation principles, as established by the Compensation Committee for 2025, were as follows:1.Align short-term and long-term incentives with results delivered to shareholders;2.Be transparent, helping to ensure that executives and shareholders understand our executive compensation programs, including the objectives, mechanics, compensation levels and opportunities provided;3.Design an incentive plan that focuses on performance objectives tied to our business plan (including profitability-related and cost control objectives), relative performance objectives tied to market conditions (including relative total shareholder return, measured by share price appreciation plus dividends, if any) and performance against other key objectives tied to our business strategy (including safety);4.Provide competitive fixed compensation elements over the short term (base salary) and long term (equity and retirement benefits) to encourage long-term retention of our key executives; and5.Continue to structure programs to align with corporate governance best practices, such as not providing “gross-ups” related to change in control payments, using “double-trigger” vesting in connection with a change in control for equity awards, using Share Ownership Guidelines and maintaining a clawback policy related to incentive compensation for our executive officers. | |
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