Cleveland-Cliffs (CLF) Proxy filing summary

Executive summary

• 2025 was a transitional year, marked by exiting non-core businesses, idling underperforming assets, extending debt maturities, and reducing capital expenditures to strengthen financials and position for improved 2026 performance.

• The steel market outlook for 2026 is positive, with strengthened order books, favorable tariffs, and multi-year agreements with major OEMs, enhancing high-margin volumes and market share.

• A memorandum of understanding was signed with POSCO for potential strategic partnership; discussions are ongoing.

• Safety performance reached a record low Total Recordable Incident Rate of 0.8 in 2025, a 43% reduction since 2020.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, approve executive compensation on an advisory basis (Say-on-Pay), and ratify Deloitte & Touche LLP as the independent auditor for 2026.

• The Board recommends voting FOR all director nominees, FOR Say-on-Pay, and FOR auditor ratification.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board consists of eight nominees with diverse expertise in management, steel, mining, finance, risk, ESG, and law; 88% are independent.

• Board leadership combines CEO/Chairman with a Lead Director; four standing committees oversee audit, compensation, governance, and strategy/sustainability.

• Directors are expected to attend all meetings; in 2025, attendance exceeded 93%.

• Shareholder engagement is ongoing, with outreach to top 25 shareholders representing over 50% of shares.