The Goodyear Tire & Rubber Company (GT) Proxy Filing summary

Executive summary

• Completed Goodyear Forward transformation plan in 2025, including three divestitures and significant deleveraging of the balance sheet, though margin targets were not fully met.

• Focused on cost management, new product introductions, and manufacturing efficiency amid industry volatility.

• Engaged with institutional shareholders representing 51% of outstanding shares, incorporating feedback into governance and compensation practices.

• 2025 net sales were $18.3 billion with a net loss of $1.7 billion; segment operating income was $1.1 billion.

• Launched 30% more new products in 2025, the most in company history, and secured premium OE fitment wins.

Voting matters and shareholder proposals

• Shareholders to vote on election of 12 directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board composition refreshed with five new independent directors since 2023; ongoing focus on diversity and relevant expertise.

• Board committees are 100% independent; annual evaluations and robust governance guidelines in place.

• Board leadership structure separates Chairman and CEO roles; 83% of director nominees are independent.

• Proxy access for 3-year, 3% shareholders; no poison pill; shareholders can call special meetings at 25%.