GOODYEAR TIRE & RUBBER CO /OH/ 8-K

What Happened

• Goodyear filed an 8-K (Apr 15, 2026) reporting the results of its Annual Meeting held Apr 13, 2026. Approximately 241,992,657 shares (about 84% of 286,517,237 outstanding) were present in person or by proxy.
• All 12 board nominees were elected to one-year terms. Shareholder advisory approval of named executive officer compensation ("say on pay") was adopted, and shareholders ratified PricewaterhouseCoopers LLP as Goodyear’s independent auditor for 2026.

Key Details

• Meeting turnout: 241,992,657 shares voted (≈84% of 286,517,237 outstanding).
• Director elections: all 12 nominees elected; individual support ranged roughly from 92.3% to 98.0% of votes cast for/against. Laurette T. Koellner received the highest opposition (15,808,225 votes against; 7.5%).
• Advisory vote on executive compensation: 199,775,237 for, 10,083,449 against, 464,139 abstentions; the measure was adopted (95.2% of votes cast “for” vs. “against”).
• Auditor ratification: 233,561,754 for, 8,154,864 against, 276,039 abstentions; adopted (≈81.5% of shares outstanding voted in favor). There were no broker non-votes for the auditor ratification; there were 31,669,832 broker non-votes for the director and say-on-pay items.

Why It Matters

• Board continuity: re-electing the full slate maintains current board composition and governance continuity for the coming year.
• Executive pay affirmed: the strong advisory vote signals broad shareholder support for Goodyear’s compensation approach (note this vote is non-binding).
• Auditor confirmed: ratification of PwC ensures continuity of the company’s external audit for 2026.
• Voter turnout and the concentrated opposition to one director (Koellner) are useful signals of shareholder engagement and areas management/board may monitor going forward.

Filed and signed by Daniel T. Young, Secretary, on April 15, 2026.