UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): (April 8, 2024)
Month 1, 2024
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
| Ohio | 1-1927 | 34-0253240 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 200 Innovation Way, Akron, Ohio | 44316-0001 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (330) 796-2121
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 Stock, Without Par Value | GT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.07 | Submission of Matters to a Vote of Security Holders. |
The Goodyear Tire & Rubber Company’s Annual Meeting of Shareholders was held on April 8, 2024 (the “Annual Meeting”). At the Annual Meeting, 247,378,249 shares of common stock, without par value, or approximately 87% of the 284,145,591 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. Thirteen 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 2025 annual meeting of shareholders and until his or her successor is duly elected and qualified. Each nominee was elected. There were 33,003,593 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:
Name of Director | Shares of Common Stock Voted For | Shares of Common Stock Voted Against | Abstentions | |||||||||
Norma B. Clayton | 210,258,234 | (98.1%) | 2,902,726 | (1.3%) | 1,213,696 | (0.6%) | ||||||
James A. Firestone | 207,480,209 | (96.8%) | 5,711,650 | (2.7%) | 1,182,797 | (0.5%) | ||||||
Werner Geissler | 208,181,538 | (97.1%) | 4,968,786 | (2.3%) | 1,224,332 | (0.6%) | ||||||
Joseph R. Hinrichs | 211,626,537 | (98.7%) | 2,181,956 | (1.0%) | 566,163 | (0.3%) | ||||||
Laurette T. Koellner | 208,692,462 | (97.4%) | 4,319,255 | (2.0%) | 1,362,939 | (0.6%) | ||||||
Karla R. Lewis | 210,627,844 | (98.2%) | 2,526,039 | (1.2%) | 1,220,773 | (0.6%) | ||||||
Prashanth Mahendra-Rajah | 210,226,417 | (98.1%) | 2,826,256 | (1.3%) | 1,321,983 | (0.6%) | ||||||
John E. McGlade | 205,996,351 | (96.1%) | 7,141,238 | (3.3%) | 1,237,067 | (0.6%) | ||||||
Max H. Mitchell | 203,598,195 | (95.0%) | 10,112,708 | (4.7%) | 663,753 | (0.3%) | ||||||
Hera Siu | 209,722,433 | (97.8%) | 3,333,250 | (1.6%) | 1,318,973 | (0.6%) | ||||||
Mark W. Stewart | 210,229,097 | (98.1%) | 2,897,976 | (1.3%) | 1,247,583 | (0.6%) | ||||||
Michael R. Wessel | 209,953,044 | (97.9%) | 3,207,706 | (1.5%) | 1,213,906 | (0.6%) | ||||||
Roger J. Wood | 211,736,894 | (98.7%) | 2,069,207 | (1.0%) | 568,555 | (0.3%) | ||||||
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 202,229,201 shares of common stock voted in favor of, and 10,777,720 shares of common stock voted against, said resolution. The holders of 1,367,735 shares of common stock abstained and there were 33,003,593 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (94.9%) of the votes cast “for” and “against” the matter at the Annual Meeting, was adopted.
3. 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, 2024 was submitted to, and voted upon by, the shareholders. There were 241,176,157 shares of common stock voted in favor of, and 5,788,387 shares of common stock voted against, said resolution. The holders of 413,705 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 (84.9%) of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.
SIGNATURES
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.
| THE GOODYEAR TIRE & RUBBER COMPANY | ||||||
| Date: April 12, 2024 | By | /s/ Daniel T. Young | ||||
| Daniel T. Young | ||||||
| Secretary | ||||||