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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): May 16, 2024
 
CLEVELAND-CLIFFS INC.
(Exact name of registrant as specified in its charter)
Ohio1-894434-1464672
(State or Other Jurisdiction of Incorporation or Organization)(Commission File Number)(IRS Employer Identification No.)
200 Public Square,Suite 3300,Cleveland,Ohio44114-2315
(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 classTrading Symbol(s)Name of each exchange on which registered:
Common Shares, par value $0.125 per shareCLFNew 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 5.07.Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders (the “Annual Meeting”) of Cleveland-Cliffs Inc. (the “Company”) was held on May 16, 2024. The final voting results for the proposals submitted for a vote of shareholders at the Annual Meeting are set forth below.
As of March 18, 2024, the record date for the Annual Meeting, there were 475,458,421 common shares of the Company entitled to vote at the Annual Meeting. Each such share was entitled to one vote. There were present at the Annual Meeting, in person or by proxy, holders of 379,812,447 common shares representing more than a majority of the voting power and constituting a quorum.
At the Annual Meeting, the shareholders voted on the following items:
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 2025 annual meeting of shareholders:
NOMINEESFORWITHHELDBROKER
NON-VOTES
Lourenco Goncalves281,486,37518,413,11379,912,959
Douglas C. Taylor289,072,07910,827,40979,912,959
John T. Baldwin289,439,72310,459,76579,912,959
Ron A. Bloom294,378,5045,520,98479,912,959
Susan M. Green289,597,77810,301,71079,912,959
Ralph S. Michael, III285,166,59314,732,89579,912,959
Janet L. Miller292,387,4457,512,04379,912,959
Ben Oren286,801,98713,097,50179,912,959
Gabriel Stoliar293,691,6536,207,83579,912,959
Arlene M. Yocum293,687,5606,211,92879,912,959
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:
FOR220,508,328 
AGAINST75,276,815 
ABSTAIN4,114,345 
BROKER NON-VOTES79,912,959 
2

Proposal No. 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2024
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:
FOR368,365,867 
AGAINST8,395,943 
ABSTAIN3,050,637 
3

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:May 20, 2024By:/s/ James D. Graham
Name:James D. Graham
Title:Executive Vice President, Chief Legal and Administrative Officer & Secretary
4
v3.24.1.1.u2
Cover Document
May 16, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 16, 2024
Entity Registrant Name CLEVELAND-CLIFFS INC.
Entity Incorporation, State or Country Code OH
Entity File Number 1-8944
Entity Tax Identification Number 34-1464672
Entity Address, Address Line One 200 Public Square,
Entity Address, Address Line Two Suite 3300,
Entity Address, City or Town Cleveland,
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44114-2315
City Area Code 216
Local Phone Number 694-5700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Shares, par value $0.125 per share
Trading Symbol CLF
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000764065
Amendment Flag false
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