clf-20220422

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 22, 2022

CLEVELAND-CLIFFS INC.

(Exact name of registrant as specified in its charter)

Ohio

1-8944

34-1464672

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(IRS Employer Identification No.)

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:
☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered:

Common Shares, par value $0.125 per share

CLF

New York Stock Exchange


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			☐
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. ☐


Item 5.02.						Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2022, Cleveland-Cliffs Inc. (the “Company”) announced that Maurice D. Harapiak is departing from the Company and his roles as Executive Vice President, Human Resources & Chief Administration Officer and an employee, effective as of April 22, 2022. In connection with Mr. Harapiak’s termination of employment with the Company, on April 20, 2022, the Compensation and Organization Committee of the Company’s Board of Directors acted to provide Mr. Harapiak, contingent upon his execution and non-revocation of a release of claims in favor of the Company and its affiliates, with (1) accelerated vesting of his outstanding restricted stock units that were granted to him in 2020, plus (2) continued vesting of his outstanding performance shares and performance cash awards that were granted to him in 2020 (to be earned pursuant to their terms on a non-pro-rated basis as if his employment did not terminate). The Company and Mr. Harapiak are negotiating a separation agreement. The Company intends to file an additional Form 8-K if and when such separation agreement between the Company and Mr. Harapiak is finalized.


Item 9.01.						Financial Statements and Exhibits.


(d)Exhibits.
Exhibit Number						Description

101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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 22, 2022	By:	/s/ James D. Graham
		Name:	James D. Graham
		Title:	Executive Vice President, Chief Legal Officer & Secretary