UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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

~~the~~Pursuant ~~Securities~~to ~~Exchange~~Section ~~Act~~13 ofor ~~1934~~15(d)

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

~~Month~~Date 1of Report (Date of earliest event reported): (May 6, 2024 )

Month 1, 2023

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

Ohio

1-1927

34-0253240

(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 ~~Trading Symbol~~TradingSymbol(s) Name of each 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 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~The~~A ~~Goodyear~~copy ~~Tire &~~of ~~Rubber~~the ~~Company’s~~News ~~Annual~~Release ~~Meeting~~issued ofby ~~Shareholders~~The ~~was~~Goodyear ~~held on April~~Tire 8,& ~~2024~~Rubber ~~(the~~Company ~~“Annual~~on ~~Meeting”). At the Annual Meeting~~Monday, ~~247,378,249~~May ~~shares of common stock~~6, ~~without par value~~2024, ordescribing ~~approximately~~its ~~87%~~results of operations for the ~~284,145,591~~first ~~shares~~quarter of ~~common stock outstanding and entitled to vote at the Annual Meeting~~2024, ~~were~~is ~~present~~attached inhereto ~~person~~as ~~or by proxy~~Exhibit 99.1.

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

~~1. Election~~(d) 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: Exhibits

Name of Director	Shares of CommonStock Voted For			Shares of Common StockVoted Against			Abstentions
99.1	News Release, dated May 6, 2024
Norma B. Clayton		210,258,234	(98.1%)		2,902,726	(1.3%)		1,213,696	(0.6%)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: April 12, 2024	By	/s/ Daniel T. Young
Date: May 6, 2024	By	/s/ Christina L. Zamarro
		Daniel T. Young
		Christina L. Zamarro
		Secretary
		Executive Vice President and Chief Financial Officer

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