Cleveland-Cliffs Inc. (CLF) May 14, 2026 Annual General Meeting Transcript

Good morning, and welcome to Cleveland Cliffs' 2026 Annual Meeting of Shareholders. I would now like to turn the call over to Cleveland Cliffs' Chairman, President, and Chief Executive Officer, Mr. Lorenzo Gonzalez. Please go ahead, Mr. Gonzalez.

Good morning, ladies and gentlemen. I'm Lorenzo Gonzalez, CEO of Cleveland Cliffs and Chairman of the Board. I will preside as chairman of the meeting. At this time, I would like to call the annual meeting of Cleveland Cliffs to order. On behalf of the company, its directors, and its officers, I would like to welcome you and thank you for joining our virtual annual meeting. Our meeting is being webcast at www.virtualshareholdermeeting.com forward slash CLF 2026, where it will remain archived for replay at any time for one year. Per our custom, following the conclusion of the meeting, I will answer questions from the shareholders regarding the company's business. though we may not be able to answer every question we will do our best to provide a response to as many questions as time allows we encourage questions from all shareholders particularly from retail investors these investors are usually unable to address the ceo directly the virtual shareholders meeting is your opportunity please take advantage of the opportunity. I will be glad to answer your questions. You may ask a question at any time during this meeting by typing your question directly into the questions box on the website you're using to access the meeting. In fact, we encourage you to begin submitting questions right now rather than waiting for the formal Q&A session to start. That will ensure you have adequate time to type and submit your questions. Please note, only validated shareholders will be able to submit questions. Out of consideration for others, please limit yourself to two questions. Once again, type your question in the questions box on the website you are using to access the meeting. At this point, I would like to introduce James Graham, our Executive Vice President, chief legal and administrative officer and corporate secretary, who will act as secretary of this meeting. James? Good morning, everyone. With us on the line today, representing the company's independent registered public accounting firm, Deloitte & Touche, is Trace Vy. Also with us today is Tony Caridio from Broadridge Financial Solutions, our tabulator. Tony has been appointed to act as Inspector of Election. I will now introduce the Independent Director nominees of the company. Ralph Michael, Chairman of 53rd Bank for the Greater Cincinnati Region and former Chairman of the Board of A.K. Steel. John Baldwin, former CFO of Worthington Industries. Ron Bloom, Managing Partner and Vice Chair of Brookfield Asset Management Private Equity Group. Edilson Kamara, CEO Emeritus and Senior Partner of Egon Zender. Jane Cronin, former Senior Vice President Finance of the Sherwin-Williams Company Ben Oren, Executive Vice President and Treasurer of Liberty Media Corporation and Arlene Yocom, former Executive Vice President and Managing Executive of Client Services for PNC Bank Asset Management I will now move to the business of the meeting The agenda for the meeting consists of the proposals set forth on the agenda available to you on the website you are using to access the meeting. Also available to you are the rules of conduct for the annual meeting. To conduct an orderly meeting, we ask the participants to abide by these rules. Mr. Graham, please present your report on the notice of the meeting and other procedural matters.

Mr. Chairman, I have the affidavit from our tabulator, Broadridge, and a secretary certificate as to the mailing to shareholders of record as of March 16, 2026, of the notice of the annual meeting and proxy statement, form of proxy card, and 2025 annual report. The notice of annual meeting was mailed to each shareholder on or about April 2, 2026. I have a list of registered shareholders of record as of March 16, 2026, certified by Broadridge, our transfer agent and registrar. I also have our financial statements covering the year 2025 as certified by Deloitte.

Thank you, James. Please place the Secretary's certificate in the minute book. Our first order of business today is to determine whether the shares representing at this annual meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business.

Mr. Grant, do you have a report on quorum?

Yes.

The certified shareholder list shows that on the record date for the annual meeting, there were outstanding and entitled to vote a total of 570,396,523 common shares. We are informed by the Inspector of Election that there are present in person or by valid proxy 438,875,932 shares, representing substantially more than a majority of the total voting power of the company and this constitutes a quorum.

Because a quorum is present, I declare the meeting duly convenient for purposes of transacting such businesses as may properly come before it. The first item before the shareholders is the election of eight directors. The board of The second item of business we will consider is the proposal to approve, on an advisory basis, our named executive officers, compensation as disclosed pursuant to the SEC's rules, including the compensation discussion and analysis, the compensation tables, and the related material disclosed in our proxy statement, commonly known as say on pay. As an advisory vote, this proposal is not biding on Cleveland Cliffs. However, our Board of Directors will consider the outcome of this vote when making in future compensation decisions for named executive officers. The last item is the ratification of the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm to examine the financial statements of the company for the year 2026. That completes the presentation of proposals to be voted on at this meeting. The polls are now open. We will now proceed to vote on each of the previously discussed proposals. If you have previously sent in proxies or voted via telephone or the Internet and do not want to change your vote, you do not need to take any further action. You are done. Any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and by following the instructions there. We will pause for a moment to allow for any final votes to be cast. I will give a couple minutes for that to happen.

I hereby declare the polls closed. the inspector of election will count the votes will the secretary please report the results of the voting mr. chairman we have been informed by the inspector of election that the ballots have been counted and wish to report the following a plurality of the shares present as well as a majority of the shares voted have been cast for each of the eight board nominees and therefore the nominees for election to the board have been duly elected. We have received an affirmative vote of more than a majority of the shares present to indicate support for the resolution to approve on an advisory basis, say on pay. And lastly, a majority of the shares present have voted to ratify Deloitte and Touche LLP as the company's independent registered public accounting firm for 2026.

Thank you, James. I declare that each of the persons nominated to be a director of the company has been duly elected, and also that the proposals regarding Seompe and Deloitte & Touche presented at this meeting have been approved. At this time, I would like to congratulate each one of my fellow board members, Mike, John, Ron, Ed, Jane, Ben, and Darlene for their election to serve with me on our board. With the official business concluded, the 2026 annual meeting is hereby adjourned.

Ladies and gentlemen, I am Paul Finan, Executive Vice President, Strategic Development, and I will be moderating the Q&A session today. If you have a question that you have not yet submitted, please do so now. As a reminder, you can simply type your question into the box titled questions on the website that you are using to access this meeting. Again, we will answer as many questions as time allows. Your first shareholder question from anonymous asks, Lorenzo, what do you see as Cleveland Cliff's biggest strategic advantage today?

I appreciate the question.

Sorry, it is anonymous, so I can't be personal in my response, but I am sure that this is a question that more than just the person that asked is interested in knowing. We are, Cleveland Cliffs is the America integrated steel company producing automotive steel grade. And automotive is front and center of what's happening, the manufacturing revolution that's happening in our country. For the first time in several decades that I have been in this business, I am seeing a U.S. government fully committed in bringing back manufacturing to this country and bringing back automotive production to this country. Well, we are designed to produce automotive steel. We were built around supplying automotive steel to the automotive OEMs that produce trucks and cars in the United States. So this is the perfect combination for us.

And it's happening as we speak.

It took a little longer. There was some reluctance in doing or undoing what was prepared before. It was basically built for a market that is vibrant, but a production that was happening outside of the borders of the United States. Not anymore. If you want to sell here, you have to produce here. That's what President Trump has been directing the car manufacturers to do. And they are buying from us. And our automotive business is growing. On top of that, there are two more sectors that are extremely important to us. And one of them is exclusive, and the other one is quasi-exclusive. The one that is exclusive is the production of grain-oriented electrical steels. That's the steels that go on transformers. With the AI revolution, more than anything, we need a lot of new electrical capacity. You can't build electrical capacity without transformers. And you can't build transformers without grain-oriented electrical steels. We are the sole producer of grain-oriented electrical steels. So that business is not only great right now, but we should improve as we continue to supply that market. And last but not least, there's a big effort to bring back shipbuilding to the United States. We are a country at this point that lost track of shipbuilding. We're a powerhouse in shipbuilding during the mid-20th century. And we lost that in the last 60 to 70 years. It's coming back. We are not exclusive on that, but we're one of the very few that produce a plate for shipbuilding. And we have an enormous capacity to deploy to produce that. So automotive now, grain-oriented electrical is still second, and shipbuilding coming in the near future. These are the three things that we believe are the biggest advantages as far as markets. And the other thing is that we are situated in the United States, in the place that should be producing all these things, employing American workers, creating American jobs, providing middle-class wages for our workforce. That's a great combination that makes this country the envy of the world. We are at the center of this industrial revolution, and we will not disappoint anyone on that.

Your next question also comes from Anonymous. What are the biggest opportunities for cliffs to improve profitability?

Well, I think in answering the first question, I kind of already answered the second question. But other than automotive and electrical steels and plates that are clearly the three markets that we should be focused on and increasing our profitability as we go, there's one that was kind of a negative surprise that happened in the last couple of years, and that was Canada. When I acquired Stelco, I was considering, like probably everybody else, that Canada would continue to be a friendly country to the United States and a friendly country to themselves, to their workers and to their businesses. And that's not what's happening on the ground. Canada has been the biggest disappointment during the last two years. their behavior as far as the relationship with the United States is extremely unpredictable and I would say totally unanticipated. But like everything, the right things will always prevail at the end. We are resilient. We are not by any stretch losing money in Canada right now, but we're not making as much money as we should be making, particularly when you compare with the 2.5 billion US dollars that we invested, believing that the Canadian government will do the right things. But the Canadian government is not doing the right things, not doing for the Canadian business, not doing for the Canadian people. And these things don't go unpunished. And if they don't behave, they will hear from me very soon not on words but in acts so I hope that they get religion, I don't really expect that they will and I'm ready for them as much as they believe they are ready for a Canadian company that's owned by an American company, they're not going to retaliate against an American company Canadian soil because I believed on them they did not came, they did not come with the behavior that I was expecting them to come So let's see what happens over there. But I promise you, Stelco will be a money-making machine when things normalize and Canadians get to their senses.

Your next question comes from Ryan McGill. What is your plan to increase brand awareness to attract and educate investors?

Ryan, I believe that we have a very good brand awareness at this point, probably more than I should be doing. but it was important when I started and I will explain why it was important when I started and even more now when I started, Cleveland Cliffs was an iron ore company we're not a steel company and that was back in 2014 I need to bring awareness to Cleveland Cliffs because we could not even hire people here in Cleveland, let alone in Indiana and Pennsylvania and North Carolina and everywhere that we operate. So I had to bring this brand awareness. So back in 2018, we started really investing on bringing the brand to the forefront. And the main thing that we were doing was in sports. We are on the jersey of the Cleveland Cavaliers which by the way won last night and we stole the home court advantage so we should be on our way to the Eastern Conference Finals against the New York Knicks so it's always a pleasure to win against the Knicks so we'll finish Detroit and then we'll go to the Knicks and we're on the jersey over there so it's a national television on NBC You see Peacock, it's on Amazon Prime, it's on ABC, ESPN, everywhere. I just got an email from one of my board members that's traveling abroad in Europe, and she saw us on news in Ireland this morning, talking about the win last night. That's a lot of brand awareness on that. Also, the AMV 500 is coming, and for the last time, Elie Castro Neves will try to win the fifth AMV 500, and he'll be racing with the Cliffs car. It's Cliffs all over. And at the very least, he'll be showing a lot on television, and it will be on Fox 1. So you're going to see that, and it will be all over the news. And as far as the awareness of the brand inside our business goes without saying. We were able to really advertise and show our company for what it is. We are a big supplier of automotive steels. We are the American-owned company that does that. So I kind of disagree with you, Ryan, that we need more brand awareness. I'm actually scaling back and spending less money going forward because I think I did what I had to do, and the brand awareness is out there. That's next, Paul.

Your next question comes from David Hotea. With Slab fully internalized, is domestic automotive and infrastructure demand sufficient to fully utilize this volume at peak margins throughout the second half of this year?

I believe so. I believe so. We need volume. We are an integrated steel company. What we cannot afford, David, is having 16 or even 15 million cars sold every year in the United States, in North America, but then only eight or nine or even 10 are produced in the United States. That's what needs to be avoided. And that's what President Trump is enabling us to do. You're going to sell cars in the United States? You're going to have to produce the car in the United States. That's it. And then when they do that, they need to buy steel from us, from Cleveland Cliffs. So that's when the capacity utilization starts to increase. Cost dilution starts to happen, and profitability falls. So it takes a little more time for a company like Cleveland Cliffs than others that are more transactional and more on the commodity business. We are not. We are more sophisticated than that. I'm not saying there are better or worse. We're different. And everything that's happening right now impacts clips with a delayed impact. But you said second and a half of this year. I believe the second and a half of this year will be fantastic and into next year.

Your final question comes from Alex Trin. What is management's target debt level over the next two to three years, and what milestones should shareholders watch to measure progress toward that goal?

Remember that when we acquired the target debt levels, remember that when we acquired AK Steel and then Ashlaw Middle USA, we went from a company that was making $2 billion in revenues to a company making $20 billion in revenues. So that's 10 times more. You don't acquire all that revenue generating capacity by just the act of will. We have to go ahead and raise money, increase debt, and our debt levels increased dramatically. Then we try to acquire West Steel. We're not successful. Remember that my acquisition, my proposal for the acquisition of West Steel was half debt, half equity. But that was not the option that they took. They preferred the all-cash option that I could not afford, doing an all-cash option to acquire US Steel. And then I acquired Steel Coats, much smaller than US Steel, for all-cash. And then that increased again. And then Canada decided to become unfriendly to the United States. that was not part of my plan and then we got stuck with the debt fast forward we are now in a moment that we are generating cash or generating cash flow we are going to use it to pay down debt and the target that you asked Alex remains the same so we are going to go down to 3 billion dollars in debt max and this will come in the next couple years that's what we are going to work for and we are fully committed to get there. Any more questions Paul?

Nope, that concludes the Q&A period.

Alright, thank you so much for your participation in the shareholders meeting today it's always a good opportunity to answer questions coming from the shareholders, particularly to Ryan, David and Alex and the two anonymous questions that I got I hope next year I get more questions And I hope that next year we are going to be already benefiting from the things that I mentioned today. Automotive is first, Grand Oriented Electrical Steels is second, and shipbuilding is third. We believe that we are on track and we believe that Clips is a great investment at this point. We appreciate the support, and I wish all my investors a great rest of the week. And let's go Cavs. We're going to win this one.

Thank you for attending the Cleveland Cliffs 2026 Annual Meeting of Shareholders. You may now disconnect.