The Goodyear Tire & Rubber Company (GT) Proxy Filing summary

Executive summary

• 2024 saw significant progress on the Goodyear Forward transformation plan, including the sale of the off-the-road tire business and a pending sale of the Dunlop brand, aimed at reducing leverage and expanding margins.

• The company achieved $480 million in improvements, with segment operating income up 36% and margin up 220 basis points, marking the first margin expansion since 2015 (excluding the post-COVID year).

• Leadership transitioned smoothly to a new CEO in January 2024, with a continued focus on premium, technology-driven strategies and operational excellence.

• Shareholder engagement remained robust, with meetings covering 67% of outstanding shares and direct responses to feedback, such as streamlining incentive metrics and expanding sustainable materials.

Voting matters and shareholder proposals

• Shareholders are asked to elect twelve directors, approve executive compensation (say-on-pay), amend the 2022 Performance Plan, ratify PwC as auditor, and vote on a shareholder proposal regarding tire wear particle reduction goals.

• The Board recommends voting for all management proposals and against the shareholder proposal, citing ongoing research and regulatory alignment on tire wear particles.

Board of directors and corporate governance

• The Board is composed of twelve members with diverse backgrounds and skills, including significant industry, financial, and international experience.

• All directors are elected annually, with a majority voting standard and a resignation policy for non-elected incumbents.

• The Board has separated the roles of Chairman and CEO since January 2024, with an independent Chairman providing strong oversight.

• Committees include Audit, Compensation, Corporate Responsibility, Finance, Governance, and Executive, all with independent chairs and members.

• Proxy access is available for shareholders meeting certain criteria, and there is no poison pill in place.