false0000764065 0000764065 2020-04-22
2020-04-22
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 22, 2020
CLEVELAND-CLIFFS
INC.
(Exact name of
registrant as specified in its charter)
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Ohio
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1-8944
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34-1464672
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(State or
Other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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200 Public
Square,
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Suite
3300,
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Cleveland,
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Ohio
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44114-2315
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(Address of
Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (216)
694-5700
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Not
Applicable
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(Former name or
former address, if changed since last report)
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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:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
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Title of each
class
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Trading Symbol(s)
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Name of each exchange on which
registered:
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Common Shares, par value
$0.125 per share
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CLF
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New York Stock
Exchange
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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).
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Emerging growth
company
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☐
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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. ☐
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Item
5.02.
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Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On April 22,
2020, the Board of Directors of Cleveland-Cliffs Inc. (the
"Company") elected Kimberly A. Floriani, age 37, to assume the
duties of Vice President, Corporate Controller & Chief
Accounting Officer of the Company. Ms. Floriani most recently
was Director, Accounting & Reporting of the Company, a position
she held since August 2015. She previously served as Manager,
Financial Reporting of the Company from January 2012 until August
2015. Ms. Floriani replaces R. Christopher Cebula as the principal
accounting officer of the Company effective April 22, 2020 in
connection with Mr. Cebula’s promotion to Senior Vice President,
Chief Administration Officer, Steel Mills of the
Company.
In connection with
her appointment as Vice President, Corporate Controller & Chief
Accounting Officer of the Company, Ms. Floriani will be entitled to
receive an increased base salary, increased target short-term
annual incentive opportunity as a percentage of base salary and
increased target long-term incentive opportunity as a percentage of
base salary.
There are no
arrangements or understandings between Ms. Floriani and any other
persons pursuant to which she was selected to serve in her new
position. There are also no family relationships between Ms.
Floriani and any director or executive officer of the Company.
There are no transactions or any currently proposed transaction
(other than Ms. Floriani's compensation), in which the Company was
or is to be a party and the amount involved exceeds $120,000, and
in which Ms. Floriani had or will have a direct or indirect
material interest.
In conjunction with
Ms. Floriani’s election, the Company intends to enter into both a
Change in Control Severance Agreement with a one-year continuation
period (form of Change in Control Severance Agreement has
previously been filed as
Exhibit
10.1 to
the Company’s Form 10-Q for the period ended September 30, 2016)
and a Director and Officer Indemnification Agreement (form of
Director and Officer Indemnification Agreement has been filed
as
Exhibit
10.2 to
the Company’s Form 10-Q for the period ended March 31, 2019) with
Ms. Floriani, substantially similar to those that have previously
been provided to other officers of the Company. The Change in
Control Severance Agreement provides for certain payments and other
benefits to be payable upon a change in control and a subsequent
termination of employment in certain circumstances. The
Director and Officer Indemnification Agreement provides indemnity
to Ms. Floriani against liabilities incurred in the performance of
her duties to the extent allowed by Ohio corporation law and the
Company’s Regulations.
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Item
5.07.
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Submission of
Matters to a Vote of Security Holders.
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The Annual Meeting
of Shareholders (the "Annual Meeting") of the Company was held on
April 22, 2020. The final voting results for the proposals
submitted for a vote of Shareholders at the Annual Meeting are set
forth below:
As of February 24,
2020, there were 271,441,006 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 223,323,115 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 if Merger Closed Prior to
Annual Meeting
Effective March 13,
2020, the Company completed the acquisition of AK Steel Holding
Corporation (“AK Steel”) as contemplated by the Agreement and Plan
of Merger dated as of December 2, 2019, by and among the Company,
AK Steel and Pepper Merger Sub Inc. (the "Merger"). Given that the
Merger closed on March 13, 2020 (the “Closing Date”), and such
Closing Date was prior to the Annual Meeting, Proposal No. 1 was
the relevant proposal for the election of directors. Accordingly,
Proposal No. 2, which would have applied only if the Closing Date
was subsequent to the Annual Meeting, has no effect. 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 2021 annual
meeting of Shareholders:
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NOMINEES
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FOR
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WITHHOLD
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BROKER
NON-VOTES
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John T. Baldwin
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118,485,309
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5,329,013
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99,508,793
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Robert P. Fisher,
Jr.
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118,396,366
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5,417,956
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99,508,793
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William K. Gerber
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118,899,923
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4,914,399
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99,508,793
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Lourenco Goncalves
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117,757,424
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6,056,898
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99,508,793
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Susan M. Green
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117,227,215
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6,587,107
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99,508,793
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M. Ann Harlan
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118,971,516
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4,842,806
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99,508,793
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Ralph S. Michael,
III
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118,267,960
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5,546,362
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99,508,793
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Janet L. Miller
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118,274,315
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5,540,007
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99,508,793
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Eric M. Rychel
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118,465,747
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5,348,575
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99,508,793
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Gabriel Stoliar
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118,953,167
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4,861,155
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99,508,793
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Douglas C. Taylor
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117,424,709
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6,389,613
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99,508,793
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Arlene M. Yocum
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118,965,220
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4,849,102
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99,508,793
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Proposal No. 3 - Approval on an Advisory Basis of the Named
Executive Officers' Compensation
This proposal,
which was on an advisory basis, did not receive the affirmative
vote of a majority of the voting power of the common shares
present, in person or represented by proxy, at the Annual Meeting
and entitled to vote. The voting results were as
follows:
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FOR
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40,132,773
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AGAINST
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80,187,080
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ABSTAIN
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3,494,469
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BROKER
NON-VOTES
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99,508,793
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Proposal No. 4 - Ratification of Deloitte & Touche LLP as
Independent Registered Public Accounting Firm for 2020
This proposal
received an affirmative vote of more than a majority of the shares
present, in person or represented by proxy, and entitled to vote.
The voting results were as follows:
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FOR
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217,742,408
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AGAINST
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3,805,449
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ABSTAIN
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1,775,258
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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101
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Cover Page Interactive Data
File - the cover page XBRL tags are embedded within the Inline XBRL
document.
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104
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The cover page from this
Current Report on Form 8-K, formatted as Inline XBRL.
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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.
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CLEVELAND-CLIFFS
INC.
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Date:
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April 24, 2020
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By:
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/s/ James D.
Graham
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Name:
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James D. Graham
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Title:
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Executive Vice President, Chief
Legal Officer & Secretary
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