8-K
GOODYEAR TIRE & RUBBER CO /OH/ (GT)
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): (November 28, 2022)
Month 1, 2022
THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)
| Ohio | 1-1927 | 34-0253240 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On November 28, 2022, Norma B. Clayton was elected to the Board of Directors of The Goodyear Tire & Rubber Company to a term expiring at the 2023 Annual Meeting of Shareholders. Ms. Clayton has not yet been appointed to any committees of the Board of Directors. Ms. Clayton will receive the compensation established from time-to-time for non-employee directors.
A copy of the news release announcing Ms. Clayton’s election, which includes some biographical information, is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| 99.1 | News release, dated December 2, 2022 |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 2, 2022 | By | /s/ Daniel T. Young |
| Daniel T. Young | ||
| Secretary |
EX-99.1
Exhibit 99.1
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NEWS RELEASE<br> <br><br><br><br>NORMA CLAYTON ELECTED TO GOODYEAR BOARD<br> <br><br><br><br>AKRON, Ohio, Dec. 2, 2022 – The Goodyear Tire & Rubber Company today announced the election of Norma B. Clayton to its Board of Directors,<br>effective Nov. 28, 2022. |
|---|---|
| FOR IMMEDIATE RELEASE<br><br><br><br> <br>• GLOBALHEADQUARTERS:<br> <br>200 INNOVATION WAY,<br><br><br>AKRON, OHIO 44316-0001 | “We are very pleased to welcome Norma Clayton to Goodyear’s Board of Directors,” said Chairman, Chief Executive Officer and<br>President Richard J. Kramer. “Norma’s global leadership experience in manufacturing, operations, technology, innovation and human resources will be invaluable to Goodyear and its shareholders as we build our business and fulfill our role<br>of enabling mobility in a fast-evolving industry.” |
| • MEDIA WEBSITE:<br><br><br>WWW.GOODYEARNEWSROOM.COM<br> <br><br><br><br>• CONTACT:<br><br><br>DOUG GRASSIAN<br><br><br>330.796.3855<br><br><br>DOUG_GRASSIAN@GOODYEAR.COM | Clayton retired in 2016 after almost 20 years at Boeing Company, at which she held leadership roles across engineering; plant operations and<br>optimization; manufacturing excellence; quality and product safety; sourcing, supply chain and procurement; and human resources. Prior to joining Boeing, she spent several years leading plant operations and sourcing at Lockheed Martin, and prior to<br>that, she held management roles in manufacturing and engineering at General Electric, after starting her career at General Motors. |
| Clayton resides in St. Charles, Missouri, where she has been deeply involved in higher education, serving on the board of Tuskegee University, where she is currently the university’s chairperson. She received her Bachelor of<br>Science degree in Industrial Administration from the New Jersey Institute of Technology and Master of Arts degrees in both Business Management and Human Resources Development from Webster University. | |
| About The Goodyear Tire & Rubber Company | |
| Goodyear is one of the world’s largest tire companies. It employs about 72,000 people and manufactures its products in 57 facilities in 23 countries around the world. Its two Innovation Centers in Akron, Ohio, and Colmar-Berg,<br>Luxembourg, strive to develop state-of-the-art products and services that set the technology and performance standard for the<br>industry. For more information about Goodyear and its products, go to www.goodyear.com/corporate. |
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