UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of

~~Pursuant~~the toSecurities ~~Section~~Exchange 13Act orof ~~15(d)~~1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): (April 8, 2024)

Date of Report (Date of earliest event reported): (February 26, 2024)

Month 1, 2024

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

Ohio	1-1927	34-0253240
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


200 Innovation Way, Akron, Ohio				44316-0001
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (330) 796-2121

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each ~~exchangeon~~exchange on which registered Common Stock, Without Par Value GT The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnThe ~~February~~Goodyear Tire ~~26,~~& ~~2024,~~Rubber ~~the~~Company’s ~~Human~~Annual ~~Capital~~Meeting ~~and~~of ~~Compensation~~Shareholders ~~Committee~~was ofheld ~~the~~on ~~Board~~April 8, of2024 ~~Directors~~(the of“Annual ~~The~~Meeting”). ~~Goodyear~~At ~~Tire~~the &Annual ~~Rubber~~Meeting, ~~Company~~247,378,249 ~~approved~~shares ~~forms~~ of ~~grant~~common ~~agreements~~stock, ~~under~~without ~~the~~par ~~2022~~value, ~~Performance~~or ~~Plan~~approximately ~~for~~87% ~~non-qualified~~of ~~stock~~the ~~options~~284,145,591 ~~non-qualified~~shares of common stock ~~options~~outstanding ~~with~~and ~~tandem~~entitled ~~stock~~to ~~appreciation~~vote ~~rights,~~at ~~performance~~the ~~shares~~Annual Meeting, ~~cash-based~~were ~~performance~~present ~~units~~in ~~and~~person ~~restricted~~or ~~stock~~by ~~units~~proxy.

~~Item~~Set ~~9.01~~forth ~~Financial~~below ~~Statements~~are the matters acted upon by Goodyear shareholders at the Annual Meeting, and ~~Exhibits~~the final voting results on each matter.

10.1		Form of Non-Qualified Stock Option Grant Agreement
10.2		Form of Non-Qualified Stock Option with tandem Stock Appreciation Right Grant Agreement
10.3		Form of Performance Share Grant Agreement
10.4		Form of Performance Share Continuous Vesting Grant Agreement
10.5		Form of Executive Performance Unit Grant Agreement
10.6		Form of Executive Performance Unit Continuous Vesting Grant Agreement
10.7		Form of Restricted Stock Unit Annual Cliff Grant Agreement
10.8		Form of Restricted Stock Unit Annual Ratable Grant Agreement
10.9		Form of Restricted Stock Unit Continuous Vesting Grant Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1. Election of Directors. Thirteen 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 2025 annual meeting of shareholders and until his or her successor is duly elected and qualified. Each nominee was elected. There were 33,003,593 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		210,258,234	(98.1%)		2,902,726	(1.3%)		1,213,696	(0.6%)
James A. Firestone		207,480,209	(96.8%)		5,711,650	(2.7%)		1,182,797	(0.5%)
Werner Geissler		208,181,538	(97.1%)		4,968,786	(2.3%)		1,224,332	(0.6%)
Joseph R. Hinrichs		211,626,537	(98.7%)		2,181,956	(1.0%)		566,163	(0.3%)
Laurette T. Koellner		208,692,462	(97.4%)		4,319,255	(2.0%)		1,362,939	(0.6%)
Karla R. Lewis		210,627,844	(98.2%)		2,526,039	(1.2%)		1,220,773	(0.6%)
Prashanth Mahendra-Rajah		210,226,417	(98.1%)		2,826,256	(1.3%)		1,321,983	(0.6%)
John E. McGlade		205,996,351	(96.1%)		7,141,238	(3.3%)		1,237,067	(0.6%)
Max H. Mitchell		203,598,195	(95.0%)		10,112,708	(4.7%)		663,753	(0.3%)
Hera Siu		209,722,433	(97.8%)		3,333,250	(1.6%)		1,318,973	(0.6%)
Mark W. Stewart		210,229,097	(98.1%)		2,897,976	(1.3%)		1,247,583	(0.6%)
Michael R. Wessel		209,953,044	(97.9%)		3,207,706	(1.5%)		1,213,906	(0.6%)
Roger J. Wood		211,736,894	(98.7%)		2,069,207	(1.0%)		568,555	(0.3%)

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 202,229,201 shares of common stock voted in favor of, and 10,777,720 shares of common stock voted against, said resolution. The holders of 1,367,735 shares of common stock abstained and there were 33,003,593 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (94.9%) 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, 2024 was submitted to, and voted upon by, the shareholders. There were 241,176,157 shares of common stock voted in favor of, and 5,788,387 shares of common stock voted against, said resolution. The holders of 413,705 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 (84.9%) of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE GOODYEAR TIRE & RUBBER COMPANY

Date: February 29, 2024

/s/ Daniel T. Young

Date: April 12, 2024

/s/ Daniel T. Young

Daniel T. Young

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