clf-20250402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ___)

☒

Filed by the Registrant

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Filed by a Party other than the Registrant


Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

CLEVELAND-CLIFFS INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


LETTER TO OUR SHAREHOLDERS

April 2, 2025

Dear Fellow Cleveland-Cliffs Shareholders:

2024 was one of the most challenging years in memory for the domestic steel market. Undeterred by these market-driven challenges, Cleveland-Cliffs remained focused on operational and strategic excellence. While steel demand in 2024 hit the lowest point since 2010 (excluding COVID-19 impacted 2020), we prepared our business and our workforce for the exciting opportunities we see ahead of us, in 2025 and beyond.

Employee safety remains paramount for us, and 2024 marked our safest year since becoming a steel company. Thanks to the hard work of our 30,000 employees and strong partnerships with our unions, we achieved in 2024 our lowest ever Total Recordable Incident Rate of 0.9. This number is now the new benchmark in the steel industry.

Our most transformational event of 2024 was the acquisition of Stelco, the largest Canadian steel company and the lowest-cost flat-rolled steel producer on the continent. As we have done a couple times before, we used the same battle tested playbook and, once again, proved that M&A is for the ones that can actually close the deals they announce, like Cliffs always does. The Stelco transaction was executed flawlessly, with strong support from the United Steelworkers (USW), and spending less than four months on the entire process, from approaching the target to closing the deal. Through this acquisition, we further diversified our customer base, expanded our presence in Canada, strengthened our commitment to integrated steelmaking, and reinforced our dedication to good-paying union jobs. Also, we have full conviction that we will over-deliver on synergies.

Among the growth projects announced in 2024, our $150 million total investment in a state-of-the-art transformer production plant in Weirton, West Virginia stands out as a game changer. With a significant portion of $50 million co-investment coming from the West Virginia Economic Development Authority, Cliffs is entering the high growth and undersupplied electrical transformer market, with Made in USA state-of-the-art transformers. Upon start up in early 2026, we will be creating 600 good-paying middle class jobs, providing reemployment opportunities for former Cliffs employees residing in West Virginia and Ohio displaced by illegally dumped imports of tinplate from foreign countries, such as Germany and Japan. We will also be boosting demand for our grain-oriented electrical steel (GOES), produced in-house by Cliffs in Butler, Pennsylvania.

As we embark in a new era of domestic manufacturing and industrial excellence in the United States, concrete signs of improvement in steel demand are already visible in 2025. Supported by President Donald Trump’s America-First agenda and steel tariffs to level the playing field against perpetrators of unfair trade practices, we fully expect that 2025 will be the first of a number of good years ahead of us.

To our shareholders, thank you for your trust and confidence.

Sincerely,

Lourenco Goncalves

Chairman, President and Chief Executive Officer


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 15, 2025

11:30 a.m. EDT

Online at www.virtualshareholdermeeting.com/CLF2025

To the Shareholders of Cleveland-Cliffs Inc.:

The 2025 Annual Meeting of Shareholders of Cleveland-Cliffs Inc. will be held in a virtual meeting format via live audio webcast on the Internet at www.virtualshareholdermeeting.com/CLF2025, at 11:30 a.m. EDT, on Thursday, May 15, 2025, for the following purposes:

1.To elect as directors the ten candidates nominated by the Board of Directors to act until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified;

2.To approve, on an advisory basis, our named executive officers’ compensation;

3.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2025 fiscal year; and

4.To transact such other business, if any, as may properly come before the 2025 Annual Meeting or any adjournment thereof.

In order to vote on the matters brought before the 2025 Annual Meeting, you may vote via the Internet, vote by telephone, complete and mail the proxy card, or vote online during the 2025 Annual Meeting, as explained on the proxy card. To participate in the 2025 Annual Meeting at www.virtualshareholdermeeting.com/CLF2025, you must enter the 16-digit control number found on your proxy card or your voting instruction form. You do not need to attend the virtual meeting in order to vote your shares.

Holders of record of our common shares at the close of business on March 17, 2025, are entitled to notice of, and to vote at, the 2025 Annual Meeting or any adjournments thereof.

By Order of the Board of Directors,

James D. Graham

Executive Vice President, Chief Legal and Administrative Officer & Secretary

April 2, 2025

Cleveland, Ohio


YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY INTERNET, BY TELEPHONE, BY MAILING THE ENCLOSED PROXY CARD, OR BY VOTING ONLINE DURING THE 2025 ANNUAL MEETING.
The proxy statement and Cliffs’ Annual Report for the 2024 fiscal year are available at www.proxyvote.com. These materials also are available on Cliffs’ website at www.clevelandcliffs.com under “Investors.” If your shares are not registered in your own name, please follow the voting instructions from your bank, broker, nominee or other shareholder of record to vote your shares.


PROXY STATEMENT TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING			4
MEETING INFORMATION			6
SUSTAINABILITY			8
Steel for a Sustainable Society			8
Heath and Safety			8
Environmental and Sustainability Management			9
Climate and Greehouse Gas Emissions			9
Human Capital Development			11
Community Engagement and Charitable Giving			11
CORPORATE GOVERNANCE			12
Board Leadership Structure			12
Board’s Role in Risk Oversight			12
Board Meetings and Committees			13
Identification and Evaluation of Director Candidates			15
Communications With Directors			16
Code of Business Conduct and Ethics			16
Independence and Related Party Transactions			16
Insider Trading Policy			17
DIRECTOR COMPENSATION			18
Director Compensation for 2024			19
PROPOSAL 1 – ELECTION OF DIRECTORS			20
Information Concerning Director Nominees			22
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY			27
EQUITY COMPENSATION PLAN INFORMATION			28



COMPENSATION DISCUSSION AND ANALYSIS			29
Executive Summary			30
Executive Compensation Philosophy and Core Principles			33
Development and Oversight of Executive Compensation			36
Analysis of 2024 Compensation Decisions			39
Retirement and Deferred Compensation Benefits			45
Supplementary Compensation Policies			45
COMPENSATION COMMITTEE REPORT			48
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			48
COMPENSATION-RELATED RISK ASSESSMENT			48
EXECUTIVE COMPENSATION TABLES			49
Executive Compensation Tables and Narratives			49
Potential Payments Upon Termination or Change in Control			55
CEO Pay Ratio			59
Pay Versus Performance			60
PROPOSAL 2 – APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICERS' COMPENSATION			63
AUDIT COMMITTEE REPORT			64
PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			65
INFORMATION ABOUT SHAREHOLDER PROPOSALS AND COMPANY DOCUMENTS			66
OTHER INFORMATION			66
ANNEX A			A-1


PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information. Throughout this proxy statement, Cleveland-Cliffs Inc. is referred to as “Cleveland-Cliffs,” “Cliffs,” “the Company,” “we,” “us,” “our” and similar expressions. References in this proxy statement to “$” is to United States currency, unless otherwise stated.


2025 ANNUAL MEETING OF SHAREHOLDERS		(PAGE 6)

DATE AND TIME:	Thursday, May 15, 2025, at 11:30 a.m. EDT
PLACE:	Online at www.virtualshareholdermeeting.com/CLF2025
RECORD DATE:	March 17, 2025
VOTING:	Shareholders of record are entitled to vote by Internet at www.proxyvote.com; by telephone at 1-800-690-6903; by completing and returning the enclosed proxy card by mail; or by voting online during the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) at www.virtualshareholdermeeting.com/CLF2025 (beneficial holders must obtain a legal proxy from their broker, bank, nominee or other shareholder of record granting the right to vote).
PROXY MATERIALS:	This proxy statement, the accompanying proxy card and our 2024 Annual Report will be made available on or about April 2, 2025, to shareholders of record as of March 17, 2025.


ATTENDANCE AND PARTICIPATION AT THE 2025 ANNUAL MEETING

Our virtual 2025 Annual Meeting will be conducted on the Internet via live audio webcast. Shareholders will be able to participate online and submit questions in advance of the 2025 Annual Meeting by visiting www.virtualshareholdermeeting.com/CLF2025, beginning at 11:00 a.m. EDT on May 15, 2025. Shareholders will be able to vote their shares electronically during the 2025 Annual Meeting. To participate in the 2025 Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The 2025 Annual Meeting will begin promptly at 11:30 a.m. EDT. We encourage you to access the 2025 Annual Meeting prior to the start time. Online access will begin at 11:00 a.m. EDT. Guests may listen to a live audio webcast of the virtual 2025 Annual Meeting by visiting www.virtualshareholdermeeting.com/CLF2025, but guests are not entitled to participate. The virtual 2025 Annual Meeting platform is fully supported across browsers (Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and smartphones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the 2025 Annual Meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the 2025 Annual Meeting. To ensure your shares are properly represented, please vote your proxy promptly even if you plan to join the 2025 Annual Meeting. QUESTIONS At the conclusion of the 2025 Annual Meeting, Lourenco Goncalves, our Chairman, President and Chief Executive Officer (“CEO”), will be available to answer questions submitted by shareholders. Shareholders may submit questions for the 2025 Annual Meeting after logging in, beginning at 11:00 a.m. EDT on May 15, 2025. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CLF2025, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the 2025 Annual Meeting. We will answer as many shareholder-submitted questions as time permits. Additional information regarding the ability of shareholders to ask questions during the 2025 Annual Meeting, related rules of conduct and other materials for the 2025 Annual Meeting will be available at www.virtualshareholdermeeting.com/CLF2025. TECHNICAL DIFFICULTIES Technical support, including related technical support phone numbers, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/CLF2025 beginning at 11:00 a.m. EDT on May 15, 2025, through the conclusion of the 2025 Annual Meeting.

1 | CLF 2025 PROXY STATEMENT

VOTING MATTERS

BOARD VOTE RECOMMENDATION

PAGE REFERENCE (for more detail)

Proposal 1

Election of Directors

FOR ALL

Director Nominees

Proposal 2

Approval, on an Advisory Basis, of Our Named Executive Officers’ Compensation (“Say-on-Pay”)

FOR

Proposal 3

Ratification of Independent Registered Public Accounting Firm

FOR

DIRECTOR NOMINEES RECOMMENDED BY THE BOARD

(PAGE 22)

NAME

AGE

DIRECTOR SINCE

POSITION

COMMITTEE MEMBERSHIPS (1)

Lourenco Goncalves

2014

Chairman of the Board, President and
Chief Executive Officer

Strategy and Sustainability*

Douglas C. Taylor

2014

Lead Director

Compensation*
Strategy and Sustainability

John T. Baldwin

2014

Director

Audit*
Compensation

Ron A. Bloom

2024

Director

Governance
Strategy and Sustainability

Jane M. Cronin

2025

Director

Audit

Susan M. Green

2007

Director

Governance

Ralph S. Michael, III

2020

Director

Governance*
Compensation

Ben Oren

2024

Director

Audit

Gabriel Stoliar

2014

Director

Strategy and Sustainability

Arlene M. Yocum

2020

Director

Audit
Strategy 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.

2 | CLF 2025 PROXY STATEMENT


EXECUTIVE COMPENSATION PHILOSOPHY AND CORE PRINCIPLES			(PAGE 33)

Our guiding executive compensation principles, as established by the Compensation Committee for 2024, 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; and 5.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.


2024 EXECUTIVE COMPENSATION SUMMARY			(PAGE 49)

The numbers in the following table showing the 2024 compensation of our named executive officers (the “NEOs”) were determined in the same manner as the numbers in the corresponding columns in the 2024 Summary Compensation Table (the “SCT”) (provided later in this proxy statement); however, they do not include information regarding changes in pension value and non-qualified deferred compensation earnings and information regarding all other compensation, each as required to be presented in the SCT under the rules of the U.S. Securities and Exchange Commission (the “SEC”). As such, this table should not be viewed as a substitute for the SCT.


NAME	PRINCIPAL POSITION	SALARY ($)	BONUS ($)	STOCK AWARDS ($)	OPTION AWARDS ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)	TOTAL ($)
Lourenco Goncalves	Chairman, President and Chief Executive Officer	2,201,000	—	11,469,565	—	880,400	14,550,965
Celso L. Goncalves Jr.	Executive Vice President, Chief Financial Officer	850,000	—	3,322,043	—	204,000	4,376,043
Clifford T. Smith	Executive Vice President, Chief Operating Officer	893,000	—	3,490,106	—	214,320	4,597,426
Keith A. Koci	Executive Vice President & President, Cleveland-Cliffs Services	738,000	—	2,884,320	—	177,120	3,799,440
James D. Graham	Executive Vice President, Chief Legal and Administrative Officer & Secretary	720,000	—	2,501,338	—	144,000	3,365,338


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			(PAGE 65)

As a matter of good corporate governance, we are asking our shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These factors and uncertainties include, but are not limited to, the factors, risks and uncertainties described in Part I., Item 1A., “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2024, and those described from time to time in our future reports filed with the SEC. Except to the extent required by law, we do not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made. Forward-looking and other statements in this proxy statement regarding our greenhouse gas (“GHG”) reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.

3 | CLF 2025 PROXY STATEMENT


QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

1. What proposals are to be presented at the 2025 Annual Meeting?

The purpose of the 2025 Annual Meeting is to: (1) elect the ten directors nominated by the Board in this proxy statement; (2) approve, on an advisory basis, our NEOs’ compensation; (3) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2025 fiscal year; and (4) conduct such other business as may properly come before the 2025 Annual Meeting.

2. What is the difference between a “shareholder of record” and a “beneficial owner”?

These terms describe the manner in which your shares are held. If your shares are registered directly in your name through Broadridge, our transfer agent, then you are the registered holder, or “shareholder of record." If your shares are held through a bank, broker, nominee or other shareholder of record, then you are considered the “beneficial owner” of those shares.

3. How does the Board recommend that I vote?

The Board unanimously recommends that you vote:

•FOR ALL of the ten individuals nominated by the Board for election as directors;

•FOR the approval, on an advisory basis, of our NEOs’ compensation; and

•FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2025 fiscal year.

4. Who is entitled to vote at the 2025 Annual Meeting?

The record date for the 2025 Annual Meeting is March 17, 2025 (the “Record Date”). On the Record Date, we had outstanding 494,485,270 common shares, $0.125 par value per share. All common shareholders of record as of the Record Date are entitled to vote at the 2025 Annual Meeting. In this proxy statement, we refer to our common shares as our "shares" and the holders of such shares as our "shareholders."

5. How do I vote?

You may vote using any of the following methods:

Shareholders of Record. If your shares are registered in your name, you may vote online during the virtual 2025 Annual Meeting at www.virtualshareholdermeeting.com/CLF2025 or you may vote by proxy. If you decide to vote by proxy, you may do so over the Internet, by telephone or by mail.

•Over the Internet. After reading the proxy materials and with your proxy card in front of you, you may use a computer to access the website www.proxyvote.com. You will be prompted to enter your control number from your proxy card. This number will identify you as a shareholder of record. Follow the simple instructions that will be given to you to record your vote.

•By telephone. After reading the proxy materials and with your proxy card in front of you, you may call the toll-free number appearing on the proxy card, using a touch-tone telephone. You will be prompted to enter your control number from your proxy card. This number will identify you as a shareholder of record. Follow the simple instructions that will be given to you to record your vote.

•By mail. If you received a paper copy of the proxy card by mail, after reading the proxy materials, you may mark, sign and date your proxy card and return it in the prepaid and addressed envelope provided.

The Internet and telephone voting procedures have been set up for your convenience and have been designed to authenticate your identity, allow you to submit voting instructions and confirm that those instructions have been recorded properly.

Shares Held by Bank, Broker, Nominee or Other Shareholder of Record. If your shares are held by a bank, broker, nominee or other shareholder of record, that entity will provide you with separate voting instructions. All nominee share interests may view the proxy materials using the link www.proxyvote.com.

If your shares are held in the name of a brokerage firm, your shares may be voted on certain proposals presented at the 2025 Annual Meeting even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under applicable rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from

4 | CLF 2025 PROXY STATEMENT

QUESTIONS & ANSWERS

the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is referred to as a “broker non-vote.” The ratification of Deloitte & Touche LLP as our registered independent public accounting firm is considered a routine matter for which a brokerage firm that holds your shares may vote your shares without your instructions. The election of directors and the approval, on an advisory basis, of our NEOs' compensation are not considered routine matters, and, therefore, a brokerage firm that holds your shares may not vote your shares for such proposals without your instructions.

6. What can I do if I change my mind after I vote?

You may revoke your proxy at any time before the polls are closed for voting at the 2025 Annual Meeting by: (i) executing and submitting a revised proxy bearing a later date; (ii) providing a written revocation to the Secretary of Cliffs; or (iii) voting online during the virtual 2025 Annual Meeting at www.virtualshareholdermeeting.com/CLF2025. If you do not hold your shares directly, you should follow the instructions provided by your bank, broker, nominee or other shareholder of record to revoke your previously voted proxy.

7. What vote is required to approve each proposal?

With respect to Proposal 1, the nominees receiving a plurality vote of the shares will be elected. However, under our majority voting policy contained in our Board-adopted Corporate Governance Guidelines, in an uncontested election, any director-nominee that is elected by a plurality vote but fails to receive a majority of the votes cast (excluding abstentions and broker non-votes) is expected to tender his or her resignation, which resignation will be considered by the Governance Committee and the Board.

With respect to Proposal 2, approval, on an advisory basis, of our NEOs’ compensation requires the affirmative vote of a majority of the shares present, in person or represented by proxy, at the 2025 Annual Meeting and entitled to vote on the proposal.

With respect to Proposal 3, the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the 2025 fiscal year will pass with the affirmative vote of a majority of the shares present, in person or represented by proxy, at the 2025 Annual Meeting and entitled to vote on the proposal.

8. Can I attend the 2025 Annual Meeting in person?

The 2025 Annual Meeting will be held exclusively online, with no option to attend in person. If you plan to attend the 2025 Annual Meeting virtually, you will need to visit www.virtualshareholdermeeting.com/CLF2025 and use your 16-digit control number to log into the meeting. If you do not have a 16-digit control number, you may still attend the virtual 2025 Annual Meeting as a guest in listen-only mode. We encourage shareholders to log into the website and access the webcast early, beginning approximately 30 minutes before the 11:30 a.m. EDT start time. If you experience technical difficulties, please contact the technical support telephone number posted on www.virtualshareholdermeeting.com/CLF2025.

5 | CLF 2025 PROXY STATEMENT


MEETING INFORMATION

The accompanying proxy is solicited by the Board for use at the 2025 Annual Meeting and any adjournments or postponements thereof. This proxy statement, the accompanying proxy card, and our 2024 Annual Report will be made available on or about April 2, 2025, to our shareholders of record as of the Record Date.

PROXY MATERIALS

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with rules adopted by the SEC, we are using the Internet as our primary means of furnishing proxy materials to our shareholders. Accordingly, most shareholders will not receive paper copies of our proxy materials.

We will instead send our shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting electronically over the Internet or by telephone, also known as Notice and Access. The notice also provides information on how shareholders may request paper copies of our proxy materials. We believe electronic delivery of our proxy materials will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our shareholders can access these materials.

On or about April 2, 2025, we will mail to each shareholder of record as of the Record Date (other than those shareholders who previously had requested paper delivery of proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials, including this proxy statement and the 2024 Annual Report, on the Internet and how to access a proxy card to vote via the Internet or by telephone.

The close of business on March 17, 2025, has been fixed as the Record Date for the 2025 Annual Meeting, and only shareholders of record at that time will be entitled to vote.

The Notice of Internet Availability of Proxy Materials will contain a 16-digit control number that shareholders will need to access the proxy materials, to request paper or electronic copies of the proxy materials, and to vote their shares via the Internet or by telephone.

HOUSEHOLDING

We are permitted to send a single copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials (if paper delivery was previously requested) to shareholders who share the same last name and address. This procedure is called “householding” and is designed to reduce our printing and postage costs and reduce our environmental impact by printing fewer paper copies. If you are the beneficial owner, but not the record holder, of Cliffs shares, your bank, broker, nominee or other shareholder of record may only deliver one copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials and, as applicable, any other proxy materials that are made available until such time as you or other shareholders sharing your address notify your nominee that you wish to receive separate copies. Beneficial owners sharing an address who are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or sets of proxy materials and who wish to receive a single copy or set in the future will need to contact their bank, broker, nominee or other shareholder of record. A shareholder who wishes to receive a separate copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials, or shareholders who share the same address that are currently receiving multiple copies of the Notice of Internet Availability of Proxy Materials or sets of proxy materials and who wish to receive a single copy or set, either now or in the future, may submit this request by writing to our Secretary at Cleveland-Cliffs Inc., 200 Public Square, Suite 3300, Cleveland, Ohio 44114, or by calling our Investor Relations department at (800) 214-0739, and it will be delivered promptly.

PROXY SOLICITATION

We will bear the cost of solicitation of proxies. We have engaged Okapi Partners LLC to assist in the solicitation of proxies for fees and disbursements not expected to exceed approximately $65,000 in the aggregate. In addition, employees and representatives of the Company may solicit proxies, and we will request that banks and brokers or other similar agents or fiduciaries transmit the proxy materials to beneficial owners for their voting instructions, and we will reimburse them for their expenses in so doing.

VOTING RIGHTS

Shareholders of record on the Record Date are entitled to vote at the 2025 Annual Meeting. On the Record Date, there were outstanding 494,485,270 common shares entitled to vote at the 2025 Annual Meeting. A majority of the common shares entitled to vote must be represented at the 2025 Annual Meeting, in person or by proxy, to constitute a quorum and to transact business. Each outstanding share is entitled to one vote in connection with each item to be acted upon at the 2025 Annual Meeting. You may submit a proxy by electronic transmission via the Internet, by telephone or by mail, as explained on your proxy card.

6 | CLF 2025 PROXY STATEMENT

MEETING INFORMATION

VOTING OF PROXIES

The common shares represented by properly authorized proxies will be voted as specified. It is intended that the shares represented by properly authorized proxies on which no specification ha

SEC Form DEF 14A filed by Cleveland-Cliffs Inc.