Goodyear Tire & Rubber Co. Files DEF 14A with SEC

Ticker: GT · Form: DEF 14A · Filed: Mar 7, 2024 · CIK: 42582

Sentiment: neutral

Topics: DEF 14A, SEC Filing, Goodyear, Proxy Statement, Corporate Governance

TL;DR

<b>Goodyear Tire & Rubber Co. filed its DEF 14A proxy statement with the SEC on March 7, 2024, detailing information for the period ending April 8, 2024.</b>

AI Summary

GOODYEAR TIRE & RUBBER CO /OH/ (GT) filed a Proxy Statement (DEF 14A) with the SEC on March 7, 2024. Goodyear Tire & Rubber Co. (GT) filed a DEF 14A with the SEC on March 7, 2024. The filing covers the period ending April 8, 2024. The company's fiscal year ends on December 31. Goodyear's principal business address is 200 Innovation Way, Akron, OH 44316. The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934.

Why It Matters

For investors and stakeholders tracking GOODYEAR TIRE & RUBBER CO /OH/, this filing contains several important signals. This DEF 14A filing is a routine disclosure required for public companies, providing shareholders with information necessary for voting on corporate matters. The filing indicates Goodyear's adherence to SEC regulations regarding shareholder communication and corporate governance.

Risk Assessment

Risk Level: low — GOODYEAR TIRE & RUBBER CO /OH/ shows low risk based on this filing. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new financial performance data or significant strategic changes.

Analyst Insight

Review the DEF 14A filing for details on executive compensation, director nominations, and other shareholder proposals to understand Goodyear's corporate governance and executive remuneration.

Key Numbers

Key Players & Entities

FAQ

When did GOODYEAR TIRE & RUBBER CO /OH/ file this DEF 14A?

GOODYEAR TIRE & RUBBER CO /OH/ filed this Proxy Statement (DEF 14A) with the SEC on March 7, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by GOODYEAR TIRE & RUBBER CO /OH/ (GT).

Where can I read the original DEF 14A filing from GOODYEAR TIRE & RUBBER CO /OH/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by GOODYEAR TIRE & RUBBER CO /OH/.

What are the key takeaways from GOODYEAR TIRE & RUBBER CO /OH/'s DEF 14A?

GOODYEAR TIRE & RUBBER CO /OH/ filed this DEF 14A on March 7, 2024. Key takeaways: Goodyear Tire & Rubber Co. (GT) filed a DEF 14A with the SEC on March 7, 2024.. The filing covers the period ending April 8, 2024.. The company's fiscal year ends on December 31..

Is GOODYEAR TIRE & RUBBER CO /OH/ a risky investment based on this filing?

Based on this DEF 14A, GOODYEAR TIRE & RUBBER CO /OH/ presents a relatively low-risk profile. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new financial performance data or significant strategic changes.

What should investors do after reading GOODYEAR TIRE & RUBBER CO /OH/'s DEF 14A?

Review the DEF 14A filing for details on executive compensation, director nominations, and other shareholder proposals to understand Goodyear's corporate governance and executive remuneration. The overall sentiment from this filing is neutral.

How does GOODYEAR TIRE & RUBBER CO /OH/ compare to its industry peers?

Goodyear Tire & Rubber Co. operates in the tire manufacturing industry, a sector subject to regulatory oversight and market fluctuations.

Are there regulatory concerns for GOODYEAR TIRE & RUBBER CO /OH/?

The filing is made under the Securities Exchange Act of 1934, specifically Rule 14a-101, which governs the content of proxy statements.

Industry Context

Goodyear Tire & Rubber Co. operates in the tire manufacturing industry, a sector subject to regulatory oversight and market fluctuations.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Rule 14a-101, which governs the content of proxy statements.

What Investors Should Do

  1. Review the full DEF 14A document for detailed information on executive compensation packages.
  2. Examine the list of director nominees and any proposals submitted for shareholder vote.
  3. Note any changes or updates to corporate governance policies disclosed in the filing.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement and does not represent a change from previous filings in terms of its nature, but provides updated information for the current reporting period.

Filing Stats: 4,352 words · 17 min read · ~15 pages · Grade level 17.1 · Accepted 2024-03-07 14:51:26

Key Financial Figures

Filing Documents

Executive compensation, including investor feedback on recent changes to our executive compensation program; and

Executive compensation, including investor feedback on recent changes to our executive compensation program; and Our sustainability initiatives and disclosures, including the validation of our science-based near-term and net-zero greenhouse gas reduction targets by the Science Based Targets initiative during 2023. iii Table of Contents PROXY SUMMARY

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is designed to support achievement of our business objectives and to serve the long-term interests of our shareholders and is strongly aligned to Company performance and measurable financial and other metrics, thereby aligning management's interests with our shareholders' interests by focusing management on driving increased shareholder value. Our financial and other metrics also continue to be aligned with our strategic objectives, as shown in the table below. Strategic Objective Metric Competitive Advantage Market Share and Variable Manufacturing Cost Profitability EBIT, Net Income and Strategic Initiatives Index (Structural Cost Improvement) Strong Liquidity Free Cash Flow Return Generated on Investments in Business Cash Flow Return on Capital Superior Shareholder Returns Relative TSR Modifier New Mobility New Mobility Goals Corporate Responsibility and Sustainability ESG Goals and Strategic Initiatives Index (Reduction in Greenhouse Gases) Specific Drivers of Success of Business Individual Strategic Objectives iv Table of Contents PROXY SUMMARY The resulting compensation for our named executive officers is comprised of a mix of variable and fixed compensation that is strongly linked to our performance. For 2023, our compensation metrics were: Incentive Program Metrics Weighting ANNUAL INCENTIVES Annual Incentive Plan Market Share 15% Cost 15% Free Cash Flow 20% EBIT 20% New Mobility 10% Environmental, Social and Governance (ESG) 10% Individual Strategic Objectives 10% LONG-TERM AWARDS 2023-2025 Awards 2023 Performance Period Financial Metrics Performance-Based Awards (Paid out in Equity and Cash) Net Income 50% Cash Flow Return on Capital 50% Strategic Initiatives Index +0-25 % Reduction in Greenhouse Gas Emissions Structural Cost Improvements Restricted Stock Units Three-year cliff vestin

Executive Compensation

Executive Compensation 57 Summary Compensation Table 59 Summary of Realized Pay Earned by Our Chief Executive Officer for 2021, 2022 and 2023 60 Grants of Plan-Based Awards 62 Outstanding Equity Awards at Fiscal Year-End 64 Option Exercises and Stock Vested 64 Defined Contribution Plan Benefits 65 Pension Benefits 68 Nonqualified Deferred Compensation 68 Potential Payments Upon Termination or Change-in-Control 75 Director Compensation Table 77 Risks Related to Compensation Policies and Practices 77 Pay Ratio 78

(v) Pay Versus Performance Table

Item 402(v) Pay Versus Performance Table 83 Beneficial Ownership of Common Stock 86 Related Person Transactions 87 Principal Accountant Fees and Services 88 Report of the Audit Committee 89 Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm 91 General Information 91 Shares Voting 91 Vote Required 92 Adjourned Meeting 92 Voting Shares Held in Street Name 93 Savings Plan Shares 93 Voting of Proxy 93 Revocability of Proxy 94 Confidentiality 94 Shareholders Sharing the Same Address 94 Form 10-K 95 Costs of Solicitation 95 Submission of Shareholder Proposals and Nominations 96 Other Business 97 Exhibits 97 Exhibit A - Use of Forward-Looking Statements USE OF FORWARD-LOOKING STATEMENTS For additional information regarding our use of forward-looking statements in this Proxy Statement, see Exhibit A. Table of Contents CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS Goodyear is committed to having sound corporate governance principles. Having such principles is essential to running Goodyear's business efficiently and to maintaining Goodyear's integrity in the marketplace. Goodyear's Corporate Governance Guidelines, Business Conduct Manual, Board of Directors and Executive Officers Conflict of Interest Policy and charters for each of the Audit, Human Capital and Compensation, Corporate Responsibility and Compliance, Finance, and Governance Committees are available at https://corporate.goodyear.com/us/en/investors/governance/documents-charters.html. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document. A copy of the committee charters and corporate governance policies may also be obtained upon request to the Goodyear Investor Relations Department. COMMITTEE MEMBERSHIP AND MEETINGS HELD DURING 2023 Committees Independent Audi

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