Good morning, 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. Lourenco Goncalves. Please go ahead, Mr. Goncalves.
Good morning, ladies and gentlemen. I'm Lourenco Goncalves, 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/clf2026, 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're 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 Vi. Also with us today is Tony Carrillo 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 S. Michael, III, Chairman of Fifth Third Bank for the Greater Cincinnati region and former Chairman of the board of AK Steel. John T. Baldwin, Former Vice President and Chief Financial Officer of Worthington Industries.
Ron Bloom, Managing Partner and Vice Chair of Brookfield Asset Management Private Equity Group. Edilson Camara, CEO Emeritus and Senior Partner of Egon Zehnder. Jane M. Cronin, Former Senior Vice President, Finance of The Sherwin-Williams Company. Ben Oren, Executive Vice President and Treasurer of Liberty Media Corporation. Arlene M. Yocum, 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're 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 16th, 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 2nd, 2026. I have a list of registered shareholders of record as of March 16th, 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. Graham, 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 convened 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 directors recommends the election of the following persons as directors: Lourenco Goncalves, Ralph S. Michael, III, John T. Baldwin, Ron Bloom, Edilson Camara, Jane M. Cronin, Ben Oren, and Arlene M. Yocum.
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 binding on Cleveland-Cliffs. However, our board of directors will consider the outcome of this vote when making 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. Coming back live. I hereby declare the polls closed. The Inspector of Election will count the votes. Will the secretary please report the results of the voting? [Break]
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. Lastly, a majority of the shares present have voted to ratify Deloitte & 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 say on pay 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 Arlene, 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, "Lourenço, what do you see as Cleveland-Cliffs' 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. Cleveland-Cliffs is the America integrated steel company producing automotive steel grade. 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. 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.
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. There was basically built for a market that is vibrant, but production that was happening outside of the borders of the U.S. Not anymore. If you wanna sell here, you have to produce here. That's what President Trump has been directing the car manufacturers to do. 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 we are exclusive, and the other one we're quasi-exclusive. The one that we are exclusive is the production of grain-oriented electrical steel. 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 steel. We are the sole producer of grain-oriented electrical steel. That business is not only great right now, but it should be improved as we continue to supply that market. 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 were a powerhouse in shipbuilding during the mid twentieth 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, plate for shipbuilding, and we have an enormous, capacity to deploy to produce that. So automotive now, grain-oriented electrical steel second, and shipbuilding coming in the near future. These are the three things that we believe are, 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.
Thank you. Your next question also comes from Anonymous. "What are the biggest opportunities for Cliffs to improve profitability?
Well, I think I in answering the first question, I kind of already answered the second question. 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 years, and that was Canada. When I acquired this Stelco, I was considering, like probably everybody else, that Canada would continue to be a friendly country to the U.S. and a friendly country to themselves, and to their workers and to their businesses. 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. 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 that we invested, believing that the Canadian government would do the right things. The Canadian government is not doing the right things, not doing for the Canadian business, not doing for the Canadian people. These things don't go unpunished. If they don't behave, they will hear from me very soon, not on words, but in acts. I hope that they get religion.
I don't really expect that they will. I'm ready for them, as much as they believe they are ready for a Canadian company that is owned by an American company. They are not going to retaliate against an American company in Canadian soil because I believed on them, they did not come with the behavior that I was expecting them to come. Let's see what happens over there, but I promise you, this Stelco will be a money-making machine when things normalize and Canadian get to their senses.
Thank you. 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. 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 in Pennsylvania and North Carolina and everywhere that we operate. I had to bring this brand awareness.
Back in 2018, we start really investing on bringing the brand to the forefront, and the main thing that we're doing was in sports. We are on the jersey of the Cleveland Cavaliers, which by the way, won last night. We stole the home court advantage, so we should be on our way to the Eastern Conference Finals against the New York Knicks. It's always a pleasure to win against the Knicks. We'll finish Detroit, and then we'll go to the Knicks. We're on the jersey over there. It's a national television. It's on NBC, 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 the news in Ireland this morning talking about the win last night. That's a lot of brand awareness on that. The Indy 500 is coming, and for the last time, Hélio Castroneves will try to win the 5th Indy 500, and he'll be racing with the Cliffs car. It's Cliffs all over. At the very least, he'll be showing a lot on television, and it'll be on Fox 1. You're gonna see that, and then it will be all over the news. 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. 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. What's next, Paul?
Thank you. Your next question comes from David Hotea. With slabs 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. What we cannot afford, David, is having 16 or even 15 million cars sold every year in the U.S., in North America, but then only eight or nine or even 10 are produced in the U.S. That's what that what needs to be avoided, That's what President Trump is enabling us to do. You're gonna sell cars in the U.S., you're gonna have to produce the car in the U.S. That's it. Then when they do that, they need to buy steel from us, from Cleveland-Cliffs. That's when the capacity utilization starts to increase, cost dilution starts to happen, and profitability follows.
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 that we're better or worse, we're different. Everything that's happening right now impacts Cliffs in a, with a delayed impact. You said second half of this year, I believe the second half of this year will be fantastic, and into next year. Paul.
Your final question comes from Alex Trinh. 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 target levels, the target debt levels. Remember that when we acquired AK Steel and then ArcelorMittal USA, we went from a company that was making $2 billion in revenues to a company making $20 billion in revenues. 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. We tried to acquire U.S. Steel, we're not successful. Remember that my acquisition, my proposal for the acquisition of U.S. Steel was half debt, half equity. 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 U.S. Steel. I acquired Stelco, much smaller than U.S. Steel, for all cash, and then debt increased again. Canada decided to become unfriendly to the United States. That was not part of my plan. We got stuck with the debt. Fast-forward, we are now in a moment that we're generating cash or generating cash flow. We're gonna use it to pay down debt, and the target that you asked, Alex, remains the same. We are going to go down to $3 billion in debt max, and this will come in the next couple years. That's what we're going to work for, and we're fully committed to get there.
Any more questions, Paul?
Nope. That concludes the Q&A period.
All right. Thank you so much for your participation at 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, grain-oriented electrical steel is second, and shipbuilding is third. We believe that we're on track, and we believe that Cliffs 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 gonna win this one. Thank you. Bye now.
Thank you for attending the Cleveland-Cliffs 2026 Annual Meeting of Shareholders. You may now disconnect.