Goodyear Tire & Rubber (GT) Environmental, Social & Governance (ESG) Data

The Company’s Annual Meeting of Shareholders was held on April 11, 2022 (the “Annual Meeting”). At the Annual Meeting, 246,160,213 shares of common stock, without par value, or approximately 87% of the 281,968,548 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy.
Set forth below are the matters acted upon by Goodyear shareholders at the Annual Meeting, and the final voting results on each matter.
1. Election of Directors. Eleven persons were nominated by the Board of Directors for election as directors of Goodyear, each to hold office for a one-year term expiring at the 2023 annual meeting of shareholders and until his or her successor is duly elected and qualified. Each nominee was elected. There were 28,869,098 broker non-votes with respect to each nominee. The votes cast for or against, as well as abstentions with respect to, each nominee were as follows:



2. Advisory vote regarding the compensation of named executive officers. An advisory resolution that the shareholders approve the compensation of Goodyear’s named executive officers was submitted to, and voted upon by, the shareholders. There were 45,138,090 shares of common stock voted in favor of, and 168,128,321 shares of common stock voted against, said resolution. The holders of 4,024,704 shares of common stock abstained and there were 28,869,098 broker non-votes. The resolution, having failed to receive the affirmative vote of the holders of at least a majority (21.2%) of the votes cast “for” and “against” the matter at the Annual Meeting, was not adopted.
3. Proposal to approve the adoption of the 2022 Performance Plan. A resolution that the shareholders approve the adoption of the 2022 Plan was submitted to, and voted upon by, the shareholders. There were 196,849,721 shares of common stock voted in favor of, and 16,953,030 shares of common stock voted against, said resolution. The holders of 3,488,364 shares of common stock abstained and there were 28,869,098 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (69.8%) of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.
4. Ratification of appointment of independent registered public accounting firm. A resolution that the shareholders ratify the action of the Audit Committee in selecting and appointing PricewaterhouseCoopers LLP as the independent registered public accounting firm for Goodyear for the year ending December 31, 2022 was submitted to, and voted upon by, the shareholders. There were 236,173,735 shares of common stock voted in favor of, and 6,426,130 shares of common stock voted against, said resolution. The holders of 3,560,348 shares of common stock abstained and there were no broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (83.8%) of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.
5. Shareholder proposal. A resolution requesting that the Board of Directors take the steps necessary to implement certain simple majority voting provisions was submitted to, and voted upon by, the shareholders. There were 169,177,033 shares of common stock voted in favor of, and 44,337,410 shares of common stock voted against, said resolution. The holders of 3,776,672 shares of common stock abstained and there were 28,869,098 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (60.0%) of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.