---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-101686"
form_type: "8-K"
ticker: "GT"
cik: "0000042582"
company_name: "GOODYEAR TIRE & RUBBER CO /OH/"
filed_at: "2023-04-14T23:59:59+00:00"
generated_at: "2026-06-17T02:13:52.454093+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Goodyear shareholders elect all 12 directors, approve say-on-pay, ratify PwC, eliminate supermajority vote

## Summary
- All 12 director nominees elected with >95% support each; no close contests.
- Say-on-pay advisory vote passed with 87.8% of votes cast in favor (175.2M for).
- Shareholders voted for one-year frequency of say-on-pay; board adopted annual advisory vote.
- Ratification of PwC as auditor passed with 79.9% of outstanding shares (226.3M for).
- Supermajority vote requirement eliminated via charter amendment with 69.2% support; shareholder termination-pay proposal failed (6.1%).

## SEC filing metadata
- accession: 0001193125-23-101686
- form_type: 8-K
- ticker: GT
- cik: 0000042582
- company_name: GOODYEAR TIRE & RUBBER CO /OH/
- filed_at: 2023-04-14T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/42582/000119312523101686/0001193125-23-101686-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/42582/000119312523101686/d473933d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-101686
- JSON: https://secwatch.observer/filing/0001193125-23-101686.json
- Plain text: https://secwatch.observer/filing/0001193125-23-101686.txt

## Key facts
- Shareholder Votes
  GOODYEAR TIRE & RUBBER CO /OH/ shareholders approved Advisory vote on the frequency of future shareholder votes regarding the compensation of named executive officers. at the 2023-04-10 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: Advisory vote on the frequency of future shareholder votes regarding the compensation of named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/42582/000119312523101686/0001193125-23-101686-index.htm
- Shareholder Votes
  GOODYEAR TIRE & RUBBER CO /OH/ shareholders rejected Shareholder proposal regarding ratification of termination pay. at the 2023-04-10 meeting.
  - Proposal: auditor ratification
  - Outcome: failed
  - Meeting: 2023-04-10
  source text: There were 34,021,067 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/42582/000119312523101686/0001193125-23-101686-index.htm
- Shareholder Votes
  GOODYEAR TIRE & RUBBER CO /OH/ shareholders approved Proposal to eliminate statutory supermajority vote requirements applicable to common stock. at the 2023-04-10 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: Proposal to eliminate statutory supermajority vote requirements applicable to common stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/42582/000119312523101686/0001193125-23-101686-index.htm
- Shareholder Votes
  GOODYEAR TIRE & RUBBER CO /OH/ shareholders approved Ratification of appointment of independent registered public accounting firm. at the 2023-04-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: Ratification of appointment of independent registered public accounting firm.
  evidence_url: https://www.sec.gov/Archives/edgar/data/42582/000119312523101686/0001193125-23-101686-index.htm
- Shareholder Votes
  GOODYEAR TIRE & RUBBER CO /OH/ shareholders approved Election of Directors at the 2023-04-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: 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 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/42582/000119312523101686/0001193125-23-101686-index.htm
- Shareholder Votes
  GOODYEAR TIRE & RUBBER CO /OH/ shareholders approved Advisory vote regarding the compensation of named executive officers. at the 2023-04-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-10
  source text: Advisory vote regarding the compensation of named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/42582/000119312523101686/0001193125-23-101686-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.