Strong support at Goodyear (NASDAQ: GT) 2026 annual shareholder vote

Rhea-AI Filing Summary

The Goodyear Tire & Rubber Company reported voting results from its April 13, 2026 Annual Meeting of Shareholders. A total of 241,992,657 shares of common stock were represented in person or by proxy, about 84% of the 286,517,237 shares outstanding and entitled to vote.

Shareholders elected all twelve director nominees, each receiving around 92% to 98% of votes cast, with 31,669,832 broker non-votes for each nominee. Investors also approved, on an advisory basis, the compensation of named executive officers, with 199,775,237 votes for and 10,083,449 against. In addition, shareholders ratified the Audit Committee’s selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 233,561,754 votes for and 8,154,864 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 241,992,657 shares Shares outstanding entitled to vote: 286,517,237 shares Turnout percentage: 84% +5 more

8 metrics

Shares represented 241,992,657 shares Shares present or by proxy at April 13, 2026 Annual Meeting

Shares outstanding entitled to vote 286,517,237 shares Common stock outstanding and entitled to vote at the meeting

Turnout percentage 84% Portion of outstanding shares represented at the Annual Meeting

Say-on-pay votes for 199,775,237 shares Advisory approval of named executive officer compensation

Say-on-pay votes against 10,083,449 shares Votes opposing executive compensation resolution

Say-on-pay support rate 95.2% Percent of votes cast for and against that supported pay

Auditor ratification votes for 233,561,754 shares Support to ratify PricewaterhouseCoopers LLP for 2026

Auditor ratification against 8,154,864 shares Votes against ratifying PricewaterhouseCoopers LLP

Key Terms

Annual Meeting of Shareholders, broker non-votes, advisory vote, named executive officers, +2 more

6 terms

Annual Meeting of Shareholders financial

"The Goodyear Tire & Rubber Company's Annual Meeting of Shareholders was held on April 13, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"There were 31,669,832 broker non-votes with respect to each nominee"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"An advisory resolution that the shareholders approve the compensation of Goodyear’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation of Goodyear’s named executive officers was submitted to, and voted upon by, the shareholders"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the independent registered public accounting firm for Goodyear"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Audit Committee financial

"the shareholders ratify the action of the Audit Committee in selecting and appointing PricewaterhouseCoopers LLP"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 13, 2026

___________________________________

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 or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)
200 Innovation Way Akron, Ohio 44316-0001
(Address of principal executive offices and zip code)
(330) 796-2121
(Registrant's telephone number, including area code)

___________________________________

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			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 5.07 Submission of Matters to a Vote of Security Holders.

The Goodyear Tire & Rubber Company's Annual Meeting of Shareholders was held on April 13, 2026 (the "Annual Meeting"). At the Annual Meeting, 241,992,657 shares of common stock, without par value, or approximately 84% of the 286,517,237 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy.

Set forth below are the matters acted upon by Goodyear shareholders at the Annual Meeting, and the final voting results on each matter.    

1.    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 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified. Each nominee was elected. There were 31,669,832 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			205,123,735 (97.5%)						4,734,172 (2.3%)						464,918 (0.2%)
			James A. Firestone			202,138,872 (96.1%)						7,905,183 (3.8%)						278,770 (0.1%)
			Julie M. Hamilton			205,604,027 (97.8%)						4,207,268 (2.0%)						511,530 (0.2%)
			Joseph R. Hinrichs			205,698,649 (97.8%)						4,354,839 (2.1%)						269,337 (0.1%)
			Laurette T. Koellner			194,056,119 (92.3%)						15,808,225 (7.5%)						458,481 (0.2%)
			Karla R. Lewis			204,978,819 (97.5%)						4,829,909 (2.3%)						514,097 (0.2%)
			Max H. Mitchell			206,028,076 (98.0%)						4,014,881 (1.9%)						279,868 (0.1%)
			Hera K. Siu			205,163,295 (97.5%)						4,699,484 (2.2%)						460,046 (0.2%)
			Mark W. Stewart			205,731,806 (97.8%)						4,290,240 (2.0%)						300,779 (0.1%)
			Michael R. Wessel			205,497,248 (97.7%)						4,538,367 (2.2%)						287,210 (0.1%)
			Jason J. Winkler			206,059,606 (98.0%)						3,975,451 (1.9%)						287,768 (0.1%)
			Roger J. Wood			205,497,041 (97.7%)						4,541,511 (2.2%)						284,273 (0.1%)

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 199,775,237 shares of common stock voted in favor of, and 10,083,449 shares of common stock voted against, said resolution. The holders of 464,139 shares of common stock abstained and there were 31,669,832 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (95.2%) 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, 2026 was submitted to, and voted upon by, the shareholders. There were 233,561,754 shares of common stock voted in favor of, and 8,154,864 shares of common stock voted against, said resolution. The holders of 276,039 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 (81.5%) 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 15, 2026			By:			/s/ Daniel T. Young
			Name:			Daniel T. Young
			Title:			Secretary

FAQ

What was shareholder turnout at Goodyear (GT)’s 2026 Annual Meeting?

Shareholder turnout was high, with 241,992,657 common shares represented, about 84% of the 286,517,237 shares outstanding and entitled to vote. This indicates strong participation in electing directors and voting on executive pay and auditor ratification.

Did Goodyear (GT) shareholders elect all director nominees in 2026?

Yes, shareholders elected all twelve director nominees to one-year terms expiring at the 2027 meeting. Each nominee received strong support, generally between 92% and 98% of votes cast, alongside 31,669,832 broker non-votes recorded for each director candidate.

How did Goodyear (GT) shareholders vote on executive compensation in 2026?

Shareholders approved Goodyear’s executive compensation on an advisory basis. The say-on-pay resolution received 199,775,237 votes in favor and 10,083,449 against, with 464,139 abstentions and 31,669,832 broker non-votes, reflecting about 95.2% support of votes cast for and against.

Which auditor did Goodyear (GT) shareholders ratify for 2026?

Shareholders ratified the Audit Committee’s selection of PricewaterhouseCoopers LLP as Goodyear’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 233,561,754 votes for, 8,154,864 against, and 276,039 abstentions, with no broker non-votes recorded.

What percentage of Goodyear (GT) shareholders supported the auditor ratification?

The ratification of PricewaterhouseCoopers LLP received support from at least a majority of outstanding shares. The company states the resolution gained the affirmative vote of holders of at least 81.5% of shares outstanding and entitled to vote at the Annual Meeting.

Were there significant broker non-votes at Goodyear (GT)’s 2026 meeting?

Yes, broker non-votes totaled 31,669,832 shares on the director elections and the executive compensation advisory vote. However, there were no broker non-votes on the auditor ratification item, where brokers were permitted to vote shares in the absence of specific shareholder instructions.

Filing Exhibits & Attachments

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