DEF: Cleveland-Cliffs Sets May 14, 2026 Annual Meeting

Cleveland-Cliffs Inc. announced its 2026 Annual Meeting of Shareholders, scheduled for May 14, 2026, to elect directors, approve executive compensation, and ratify the appointment of its independent auditor.

Summary

• Cleveland-Cliffs Inc. has issued its proxy statement for the 2026 Annual Meeting of Shareholders, which will be held virtually on May 14, 2026.
• The meeting's agenda includes the election of eight director candidates, an advisory vote on the compensation of named executive officers (NEOs), and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the 2026 fiscal year.
• Shareholders of record as of March 16, 2026, are entitled to vote.
• The company highlights its 2025 performance, noting a transitional year with strategic decisions to improve future performance, including exiting non-core businesses and idling underperforming assets.
• Key achievements in 2025 mentioned include securing multi-year automotive OEM agreements, a technological breakthrough in steel substitution for aluminum, and a Memorandum of Understanding with POSCO.
• Safety performance in 2025 was a record low with a Total Recordable Incident Rate (TRIR) of 0.8, a 43% reduction since 2020.
• The company's executive compensation philosophy emphasizes aligning incentives with shareholder results, transparency, performance-based objectives, and long-term retention, with a significant portion of compensation at risk.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, highlighting strategic repositioning, strong safety performance, and improved market conditions, while acknowledging below-threshold financial results for the year.

Positives

• Achieved record safety year in 2025 with a Total Recordable Incident Rate (TRIR) of 0.8, a 43% reduction since 2020.
• Secured multi-year fixed-price contracts with all major automotive OEMs in 2025, increasing market share and locking in high-margin volumes.
• Successfully completed a production trial substituting Cleveland-Cliffs steel for aluminum in stamped automotive components using existing equipment.
• Signed a Memorandum of Understanding with POSCO in September 2025 for a potential strategic partnership.
• Optimized operational footprint and exited non-core assets, with minimal impact on flat-rolled steel output.
• Extended senior note maturities to 2029 and beyond, improving balance sheet flexibility.
• Commissioned a new state-of-the-art bright anneal line at the Coshocton facility.
• Exceeded the run-rate synergy target of $120 million from the Stelco acquisition by the end of 2025.
• Achieved a 76% payout under the 2025 annual incentive program, reflecting strong execution on strategic initiatives and safety, despite below-threshold financial performance.
• Shareholder engagement feedback indicated satisfaction with compensation practices in 2025, with over 90% approval for NEO compensation in the 2025 advisory vote.

Negatives

• Reported an Adjusted EBITDA of $37 million for 2025, which was below the threshold for the financial performance metric in the annual incentive program, resulting in a 0% payout for that component.
• The 2023 performance awards (Long-Term Incentive Grant) paid out at 0%, indicating poor performance over that three-year period.
• The company is selling its Weirton facility after deciding not to proceed with developing a transformer plant there.
• An immaterial error related to employment costs led to a restatement of financial statements for certain interim periods in 2025 and annual periods in 2022-2024.
• The restatement resulted in the recovery of $206,402 in erroneously-awarded 2023 annual incentive compensation from covered officers.

Risks

• Forward-looking statements are subject to uncertainties and factors relating to operations and business environment that are difficult to predict and may be beyond control, potentially causing actual results to differ materially.
• The company's business is subject to market conditions, including steel market fluctuations, import levels, and tariffs, which can impact pricing and profitability.
• Potential future partnerships, such as the one with POSCO, are subject to ongoing discussions and require strategic and accretive outcomes for shareholders.
• The company's reliance on government-funded strategic projects, like those with the DOE, is subject to alignment with administration goals and successful negotiation.
• The company faces risks related to cybersecurity, as detailed in its Form 10-K, with oversight provided by the Audit Committee.

Future Outlook

The company anticipates improved performance in 2026 due to tangible improvements in the steel market, a strengthened order book supported by tariffs and import reductions, optimization of its production footprint into higher-value products, and secured multi-year agreements with automotive OEMs. Management sees a clear path to increased utilization, higher margins, and stronger revenue generation as market conditions improve.

Management Comments

• "The past year was a transitional one for Cleveland-Cliffs. We remained disciplined and made difficult but necessary decisions to position ourselves for improved performance in 2026."
• "As we enter 2026, the steel market is showing tangible improvements. Our order book has strengthened meaningfully, supported by Section 232 steel tariffs at 50%, the U.S. melted-and-poured requirements and reduced steel imports."
• "In summary, 2025 was a year of fixing what needed to be fixed. We streamlined our footprint, strengthened our balance sheet, improved our cost position and secured high-quality steel demand."
• "Cleveland-Cliffs has the assets, the capacity, the people and the discipline to deliver."
• "Our executive leadership team, including our CEO, Lourenco Goncalves, has a strong belief in the Company's foundation and future."

Industry Context

StockSavvy.ai notes that Cleveland-Cliffs' strategic adjustments, including exiting non-core assets and focusing on value-added products, align with broader industry trends of consolidation and specialization in the steel sector. The company's emphasis on domestic production and leveraging trade policies like Section 232 tariffs positions it to benefit from reshoring efforts and a more protected North American market.

Comparison to Industry Standards

• Cleveland-Cliffs' Scope 1 and 2 GHG emissions intensity is noted as significantly lower than the global average emissions intensity of integrated steel mills.
• The company's Total Recordable Incident Rate (TRIR) of 0.8 in 2025 is presented as a benchmark achievement, representing a 43% reduction since 2020.
• The company's 2025 annual incentive program payout of 76% reflects performance relative to its own targets and industry conditions, with a 0% payout for Adjusted EBITDA due to performance below threshold.
• The 2023 Long-Term Incentive Grant paid out at 0%, indicating underperformance relative to its peer group's Total Shareholder Return (TSR) over the 2023-2025 period.

Corporate Governance

Related Party Transactions

• Compensation arrangements between the Company and Lourenco Goncalves (Chairman, President, CEO) and Celso L. Goncalves Jr. (EVP, CFO), who are father and son, were reviewed and approved by the Audit Committee.
• Subsidiaries contracted with Morgan Engineering Systems, Inc. (owned by Mark Fedor, brother of former EVP Terry Fedor) for services totaling approximately $6.8 million in 2025. These transactions were approved by the CEO, Chief Legal Officer, and Audit Committee.

Stakeholder Impact

• Shareholders: The company aims to align executive compensation with shareholder interests and deliver value through strategic initiatives and improved market conditions. The advisory vote on executive compensation provides shareholder input.
• Employees: The company highlights its commitment to safety, human capital development through training programs, and competitive compensation. Approximately 90% of the hourly workforce is unionized, with collaborative partnerships noted.
• Communities: Cleveland-Cliffs donated over $4.2 million to local communities in 2025 and maintains engagement through a Community Inquiry Program.
• Creditors: The company improved balance sheet flexibility by extending senior note maturities to 2029 and beyond.

Next Steps

• Election of eight director nominees at the 2026 Annual Meeting.
• Advisory approval of named executive officers' compensation.
• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm.
• Ongoing discussions with POSCO regarding a potential strategic partnership.
• Continued optimization of production footprint and focus on higher-value products.
• Pursuit of government-funded strategic projects with the DOE.

Key Dates

Recommendation

While the company has made positive strategic moves and improved safety, the below-threshold financial performance in 2025 (Adjusted EBITDA) and the 0% payout on 2023 LTI awards suggest caution. The outlook for 2026 is positive due to market improvements, but the company needs to demonstrate consistent financial recovery. A 'hold' recommendation reflects a balanced view of the current situation and future potential, pending sustained financial improvement.

Keywords

Cleveland-Cliffs, Proxy Statement, Annual Meeting, Shareholder Vote, Executive Compensation, Director Election, Auditor Ratification, Steel Industry, Corporate Governance, Financial Performance, Safety Metrics, POSCO Partnership