CoverageForm 410-K10-Q8-K13D13G13F

GT Goodyear Tire & Rubber Co /Oh/ - 8-K

Filed Apr 15, 2026. See issuer overview · financials · original on SEC.gov ↗
Accession
0001628280-26-025265
5.07

Item 5.07 - Submission of Matters to a Vote of Security Holders

515 words

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 13, 2026 (the "Annual Meeting"). At the Annual Meeting, 241,992,657 shares of common stock, without par value, or approximately 84% of the 286,517,237 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. Twelve 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 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified. Each nominee was elected. There were 31,669,832 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

205,123,735 (97.5%)

4,734,172 (2.3%)

464,918 (0.2%)

James A. Firestone

202,138,872 (96.1%)

7,905,183 (3.8%)

278,770 (0.1%)

Julie M. Hamilton

205,604,027 (97.8%)

4,207,268 (2.0%)

511,530 (0.2%)

Joseph R. Hinrichs

205,698,649 (97.8%)

4,354,839 (2.1%)

269,337 (0.1%)

Laurette T. Koellner

194,056,119 (92.3%)

15,808,225 (7.5%)

458,481 (0.2%)

Karla R. Lewis

204,978,819 (97.5%)

4,829,909 (2.3%)

514,097 (0.2%)

Max H. Mitchell

206,028,076 (98.0%)

4,014,881 (1.9%)

279,868 (0.1%)

Hera K. Siu

205,163,295 (97.5%)

4,699,484 (2.2%)

460,046 (0.2%)

Mark W. Stewart

205,731,806 (97.8%)

4,290,240 (2.0%)

300,779 (0.1%)

Michael R. Wessel

205,497,248 (97.7%)

4,538,367 (2.2%)

287,210 (0.1%)

Jason J. Winkler

206,059,606 (98.0%)

3,975,451 (1.9%)

287,768 (0.1%)

Roger J. Wood

205,497,041 (97.7%)

4,541,511 (2.2%)

284,273 (0.1%)

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 199,775,237 shares of common stock voted in favor of, and 10,083,449 shares of common stock voted against, said resolution. The holders of 464,139 shares of common stock abstained and there were 31,669,832 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (95.2%) 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, 2026 was submitted to, and voted upon by, the shareholders. There were 233,561,754 shares of common stock voted in favor of, and 8,154,864 shares of common stock voted against, said resolution. The holders of 276,039 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 (81.5%) of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.