DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

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Securities Exchange Act of 1934

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THE GOODYEAR TIRE & RUBBER COMPANY

(Name of Registrant as Specified In Its Charter)

 

 

 

  

 

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Commencing on March 24, 2015, The Goodyear Tire & Rubber Company provided the following information to certain shareholders:

2015 Update on Supermajority Voting Provisions and
Corporate Governance Overview

Current Supermajority Voting Provisions in
Goodyear’s Governing Documents
2
Articles of Incorporation (Charter):
No
express provisions require the vote of more than a majority of our common stock
Standard provisions that protect the economic interests of preferred stockholders require a two-
thirds vote of our preferred stock
No
preferred
stock
is
currently
issued
and
outstanding
Code of Regulations (Bylaws):
To
remove
all
of
the
directors
requires
the
approval
of
two-thirds
of
our
common
stock
To
remove
less
than
all
of
the
directors
requires
the
approval
of
approximately
93%
of
our
common
stock,
due
to
a
mandatory
provision
of
Ohio
law
that
is
intended
to
protect
cumulative
voting
rights
Unless
cumulative
voting
is
eliminated,
the
ability
of
shareholders
to
remove
a
director
is
illusory
To
amend
these
provisions
requires
the
approval
of
two-thirds
of
our
common
stock

Company Proposals on the 2015 Ballot
3
Proposal 4:
Reduces
the
vote
required
to
remove
a
director
to
a
majority
of
our
common
stock
and,
to
make
that
change
meaningful,
eliminates
cumulative
voting.
Also
reduces
the
threshold
to
make
further
amendments
to
these
provisions
to
a
majority
of
our
common
stock.
Substantially
implements
the
shareholder
proposal
described
on
Slide
4
Reduces
the
vote
required
to
the
lowest
permitted
under
Ohio
law
Proposal 5:
Reduces
the
shareholder
vote
required
for
mergers,
consolidations
and
sales
of
substantially
all
of
the
Company’s
assets
from
the
statutory
two-thirds
to
a
majority
of
our
common
stock
Betters
the
shareholder
proposal
and
further
improves
our
corporate
governance
profile
Reduces
the
vote
required
to
the
lowest
permitted
under
Ohio
law
The
Board
of
Directors
asks
you
to
vote
FOR
Proposals
4
and
5

The Shareholder Proposal on the 2015 Ballot is
Implemented by the Company’s Proposals
4
A
shareholder
submitted
a
non-binding
proposal
requesting
that
the
Board
“take
the
steps
necessary
so
that
each
voting
requirement
in
our
charter
[Articles]
and
bylaws
[Regulations]
that
calls
for
a
greater
than
simple
majority
vote
be
eliminated
.
.
.”
We
decided
to
present
both
proposals
for
a
shareholder
vote
after
the
SEC
suspended
no-action
relief
for
conflicting
proposals
The
Board
recommends
a
vote
AGAINST
this
proposal
because:
Company
Proposal
4
substantially
implements
the
shareholder
proposal
Company
Proposal
5
betters
the
shareholder
proposal
by
also
reducing
the
shareholder
vote
required
by
statute
for
business
combinations
to
a
majority
of
our
common
stock
The
Company
Proposals
are
binding
and
implement
these
important
governance
changes
now
The
Board
of
Directors
asks
you
to
vote
FOR
Proposals
4
and
5
and
AGAINST
the
Shareholder
Proposal
(Proposal
6)

5
Annually elected directors; no classified board
Majority voting for the election of directors with a resignation
policy
Lead independent director with clear, robust responsibilities
100% independent compensation, audit and nominating committees
Regular executive sessions of the independent directors
Overboarding policy in place for directors
Conduct annual Board and Committee evaluations
No poison pill in place
Shareholders have the right to call a special meeting at 25%
Clear and robust corporate governance guidelines
1
2
3
4
5
6
7
8
9
10
Overall Commitment to Good Governance

6
Board of Directors
All directors are independent, except CEO and one labor union-affiliated director
Elected by a binding majority vote standard in annual elections of the full board
Lead Independent
Director
Lead independent director has clearly-defined, robust roles and responsibilities
Current lead independent director is actively engaged in matters
related to
compensation
Compensation
Committee 
Our Compensation Committee consists of entirely independent directors
The Committee has undertaken significant analysis and enhancement of the
program in response to investor concerns
Independent
Advisors
Our Compensation Committee has engaged and considers the advice of an
independent compensation consultant
Ongoing Investor Input
and Dialogue
Lead independent director and senior management team have engaged with
investors and have acted on their feedback regarding Goodyear’s compensation
program
Continuing to engage extensively with our investors, including, among others:
o
Large institutional investors
o
Pension funds
o
Proxy advisory firms
Focused, Engaged, and Independent Oversight
of the Compensation Program

7
Incentive Program
Financial Metrics
Annual
Incentives
Annual Performance Plan
EBIT (40%)
Operating Drivers (20%)
-
Working Capital Excellence (Average working capital as a % of sales)
-
Total Delivered Cost Productivity (Cost savings)
-
New Product Vitality
Free Cash Flow from Operations (40%)
Long-Term
Awards
Performance-Based Awards
(Paid out in equity and cash)
Relative
TSR Modifier
(+/-20%)
Net Income
(50%)
Stock Options
Cash Flow Return on Capital (50%)
Pay and Performance are Closely Aligned

No dividends or dividend equivalents on unearned performance-based equity awards
No repricing of options without shareholder approval
No pension credit for newly hired executives to make up for service at prior employers
Double-trigger change-in-control provisions and no walk-away rights
No tax gross-ups
Robust stockholding guidelines, including stock retention provisions
No hedging or pledging of company stock
Robust clawback policy
8
1
2
3
4
5
6
7
8
Sound Executive Compensation Practices