Document


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): April 24, 2019
 
CLEVELAND-CLIFFS INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Ohio
 
1-8944
 
34-1464672
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
 
200 Public Square, Suite 3300
Cleveland, Ohio
 
 
 
44114-2315
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o





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 April 24, 2019. The final voting results for the proposals submitted for a vote of Shareholders at the Annual Meeting are set forth below:
As of February 25, 2019, there were 290,568,635 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 259,415,326 common shares representing more than a majority of the voting power and constituting a quorum.
At the 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 2020 annual meeting of Shareholders:
NOMINEES
FOR
WITHHOLD
BROKER
NON-VOTES
John T. Baldwin
169,322,965
2,823,051
87,269,310
Robert P. Fisher, Jr.
170,046,726
2,099,290
87,269,310
Lourenco Goncalves
169,556,968
2,589,048
87,269,310
Susan M. Green
168,868,823
3,277,193
87,269,310
M. Ann Harlan
170,699,052
1,446,964
87,269,310
Janet L. Miller
170,686,426
1,459,590
87,269,310
Joseph A. Rutkowski, Jr.
169,289,465
2,856,551
87,269,310
Eric M. Rychel
169,289,221
2,856,795
87,269,310
Michael D. Siegal
169,426,480
2,719,536
87,269,310
Gabriel Stoliar
169,281,161
2,864,855
87,269,310
Douglas C. Taylor
168,412,895
3,733,121
87,269,310
Proposal No. 2 - Approval on an Advisory Basis of the Named Executive Officers' Compensation
This proposal, which was on an advisory basis, received an affirmative vote of 70.56%, which is significantly more than a majority of the shares present, in person or by proxy, and entitled to vote. The voting results were as follows:
FOR
120,248,209

AGAINST
50,163,750

ABSTAIN
1,734,057

BROKER NON-VOTES
87,269,310





Proposal No. 3 - Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2019
This proposal received an affirmative vote of more than a majority of the shares present, in person or by proxy, and entitled to vote. The voting results were as follows:
FOR
256,284,949

AGAINST
2,459,286

ABSTAIN
671,091





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:
April 26, 2019
By:
/s/ James D. Graham
 
 
 
Name: James D. Graham
 
 
 
Title: Executive Vice President, Chief Legal Officer & Secretary