A vertically integrated North American steelmaker that mines its own iron ore and turns it into automotive-grade flat-rolled steel for carmakers, plus tubing, tooling, and stamping. Founded in 1847 as the Cleveland Iron Mining Company, it merged with its rival, the Iron Cliffs Company, in 1891 — giving the firm its hyphenated name. It is the oldest iron-mining company in the United States.
Cleveland-Cliffs appoints Celso L. Goncalves Jr. as President and CFO, effective July 21, 2026.
Lourenco Goncalves will continue as Chairman and CEO but relinquishes the President title.
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Celso L. Goncalves Jr., previously EVP and CFO, was appointed President and CFO, effective July 21, 2026.
Celso Goncalves was also appointed to the Board of Directors, effective immediately.
His annual base salary increased from $884,000 to $1,000,000, and his severance multiple under the Change in Control Severance Agreement increased from two to three years.
Celso Goncalves is the son of Lourenco Goncalves and will receive no additional compensation for director service.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Cleveland-Cliffs reports Q2 2026 net loss of $134M, revenue of $5.2B
Second-quarter 2026 revenues were $5.2 billion, up $300 million from the prior quarter.
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GAAP net loss was $134 million, or $0.25 per diluted share; adjusted net loss was $115 million, or $0.20 per diluted share.
Adjusted EBITDA was $286 million, a $191 million increase from the first quarter of 2026.
The company expects third-quarter 2026 adjusted EBITDA of approximately $575 million.
Full-year 2026 guidance maintained: steel shipments of 16.5-17.0 million net tons, capex of ~$700 million, SG&A of ~$575 million, DD&A of ~$1.1 billion, and cash pension/OPEB payments of ~$125 million.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Cleveland-Cliffs shareholders elect all eight director nominees and approve executive compensation and auditor ratification at 2026 annual meeting.
Cleveland-Cliffs Inc. held its Annual Meeting of Shareholders on May 14, 2026, with a quorum of 438,875,947 shares present.
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All eight director nominees were elected, including Lourenco Goncalves, Ralph S. Michael III, John T. Baldwin, Ron A. Bloom, Edilson T. Camara, Jane M. Cronin, Ben Oren, and Arlene M. Yocum.
The advisory vote on named executive officer compensation passed with 283,241,027 votes for, 52,583,706 against, and 1,621,454 abstentions.
The ratification of Deloitte & Touche LLP as independent auditor for 2026 passed with 427,885,151 votes for, 9,601,163 against, and 1,389,633 abstentions.
The report was filed under Item 5.07 to disclose the final voting results of the shareholder meeting.
5.07 Submission of Matters to a Vote of Security Holders
Cleveland-Cliffs accepts Douglas C. Taylor's resignation as Lead Director; appoints successors
On February 19, 2026, Douglas C. Taylor submitted his resignation as a member of the Board, conditional on acceptance by the Board.
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The Board accepted Mr. Taylor's resignation on February 22, 2026, effective immediately, due to a change in his primary occupation under the Company's Corporate Governance Guidelines.
Mr. Taylor's resignation was not due to any disagreement with the Company on operations, policies, or practices.
Ralph S. Michael, III was appointed as the new Lead Director of the Board.
Edilson T. Camara was appointed as Chairman of the Compensation and Organization Committee.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Cleveland-Cliffs appoints Edilson Camara to Board, effective November 12, 2025.
The Board determined Camara is independent under NYSE standards and has no material relationship with the company.
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Edilson Camara was appointed to the Board of Directors of Cleveland-Cliffs Inc., effective November 12, 2025.
Camara was named to the Compensation and Organization Committee.
As a nonemployee director, Camara will receive compensation consistent with other nonemployee directors, including a prorated restricted share award and quarterly retainer fees under the 2021 Nonemployee Directors' Compensation Plan.
The company expects to enter into a Director and Officer Indemnification Agreement with Camara, indemnifying him against expenses and liabilities from board service.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements