Independent
Tenure on this board
3.5 yrs
Also a director at
Nucor Corp (NUE)
12 nominees · 3 ballot items.
Election of 12 directors; advisory vote to approve executive compensation (say-on-pay); ratification of PwC as independent auditors.
Elect twelve nominees to the Board of Directors to serve one-year terms.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation program for named executive officers. Management seeks shareholder support to validate its pay structure linking annual incentives and long-term performance-based awards to financial metrics including SOI Margin, Free Cash Flow, Net Income, CFROC and a relative TSR modifier, and to demonstrate alignment with the Goodyear Forward transformation objectives. The Board recommends FOR, citing rigorous target-setting, independent consultant input, alignment with shareholder returns via a TSR modifier, robust clawback policy, and prior strong shareholder support (94% in 2025). While non-binding, the Compensation Committee will consider results in future program design; key context includes significant restructuring and divestitures in 2025, replacement awards for key hires, and adjustments made in response to shareholder feedback such as reduced strategic objective weighting.
Ratify the Board’s appointment of PricewaterhouseCoopers LLP as Goodyear’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.4% | 21,151,307 | $140M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 6.2% | 17,946,931 | $116M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 15,861,532 | $105M |
| 4 | AMERICAN CENTURY COMPANIES INC | 4.7% | 13,577,583 | $90M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 13,441,476 | $89M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 12,388,883 | $82M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 3.9% | 11,231,833 | $74M |
| 8 | STATE STREET CORP | 3.7% | 10,723,239 | $71M |
| 9 | BlackRock, Inc. | 3.5% | 9,933,756 | $66M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 6,200,591 | $41M |
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