GOODYEAR TIRE RUBBER CO OH

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Dear Fellow Goodyear Shareholder,

It is my privilege to serve as Chairman of Goodyear’s Board of Directors. Our commitment to our shareholders, as always, is to oversee the Company and steer it in a direction that positions it for long-term success and reflects your interests. From that perspective, I am pleased to share with you what we view as highlights of Goodyear’s progress in 2023, an eventful and change-filled year that I’m confident will be remembered as one in which we charted a new course designed to create sustainable value.

GOODYEAR FORWARD AND NEW DIRECTORS

In July, the Board announced a robust review of Goodyear’s business, led by our Strategic and Operational Review Committee. Over a 16-week period, the Committee conducted a comprehensive evaluation of various alternatives and opportunities to maximize shareholder value creation, with support and approval from the full Board. In November, we announced the result of this review: our Goodyear Forward transformation plan. Goodyear Forward provides a clear path to a more focused and profitable Goodyear through three key pillars: optimizing our portfolio, delivering significant margin expansion and reducing leverage. Our Board and executive team are prepared to execute this plan and deliver value for our shareholders.

Also in July, we welcomed three new directors to our board: Joe Hinrichs, Max Mitchell and Roger Wood. Each of them brings fresh perspective to the Board, while also contributing decades of manufacturing industry and strategic expertise. Max and Roger served on our Strategic and Operational Review Committee, and all three new directors were integral in the formation of our Goodyear Forward plan.

CEO TRANSITION

In November, Goodyear shared Rich Kramer’s plans to retire as Chairman, CEO and President after 14 years of service in that role, and 24 years with the Company. The Board is deeply grateful for Rich’s 14 years of service as CEO and for his outstanding leadership and innumerable contributions to Goodyear over the course of his distinguished career, including leading the development of our Goodyear Forward plan.

As part of the Board’s ongoing and active succession planning process, the Board conducted an extensive search, which considered both internal and external candidates for the CEO role. In January,

following Rich’s retirement, Mark Stewart became Goodyear’s CEO and President. Mark joins Goodyear from Stellantis, a leading global automaker and provider of innovative mobility solutions, where he served as COO of North America and a member of the Group Executive Council. The Board has tremendous confidence in Mark as the right CEO to lead the Company and carry out the Goodyear Forward plan. Already he is making a significant impact on the organization and the Board is excited about the successes his leadership will bring to Goodyear.

SHAREHOLDER ENGAGEMENT

Throughout 2023, the Board continued to solicit and consider the perspectives of our shareholders as one of the most valuable inputs in how we oversee the business. Goodyear continued its shareholder engagement program, ultimately meeting with shareholders representing 65% of outstanding shares held by institutional investors. I and other members of the Board participated in some of these calls with our largest investors. Feedback we received from these engagements was key in our strategic and operational review and is critical in informing the Board’s decision-making processes. We have heard strong support from our shareholders for our Goodyear Forward plan.

I hope you will join our 2024 Annual Meeting of Shareholders, which will be held on April 8, 2024 at the Sheraton Suites Akron/Cuyahoga Falls.

On behalf of the Board, we appreciate your investment and support in Goodyear, and look forward to continuing to serve on your behalf.

Dear Fellow Goodyear Shareholder,

It is truly an honor to join Goodyear as its Chief Executive Officer and President. I recognize what a privilege it is to lead this iconic global company with its unmatched brand and industry-leading innovation, especially during this pivotal time in its history. I had great expectations coming into this role, and everything I am learning makes me even more excited about Goodyear’s potential.

Leaders and associates throughout Goodyear have already made significant progress in implementing Goodyear Forward, our strategic transformation plan initiated under the leadership of our former CEO Rich Kramer and the Board’s Strategic and Operational Review Committee. I am grateful to Rich for his leadership in developing the plan and driving early execution, and I am pleased to carry on that work, with the goals of strengthening Goodyear’s foundation and delivering sustainable shareholder value creation. I want you to know that I am committed to Goodyear Forward and confident it is the right strategy for Goodyear as we unlock new opportunities for growth and pave the way for the Company’s enduring success.

Consistent with this commitment, since I joined in early January, I have been focused on developing a deep understanding of Goodyear: meeting with our associates, visiting our factories and getting to know our customers. I’m engaging in deep dives on each element of the Goodyear Forward plan and its associated workstreams.

In the short time since I joined Goodyear, I have been thoroughly impressed by the talented team of associates who are enabling mobility around the world. I’m grateful for all their drive and teamwork as we position the Company for long-term success. Their dedication is another reason I believe that we are on the right track to meaningfully enhance Goodyear’s capabilities and cost effectiveness for the long term.

I appreciate your confidence and support as we continue this journey, and I look forward to meeting with our investors as part of my learning process and on an ongoing basis. We will update you regularly on our progress and ensure that investor perspective is properly reflected it in our decision-making. I look forward to our future collaboration.

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Please vote via the internet or by telephone or complete, date and sign your Proxy and return it promptly in the enclosed envelope

PROXY STATEMENT SUMMARY

This summary is an overview of information that you will find elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. This proxy statement and the form of proxy are first being sent to shareholders on or about March 7, 2024.

Proposals and Board Recommendations

Business Overview Goodyear is one of the world’s leading manufacturers of tires, engaging in operations in most regions of the world. In 2023, our net sales were $20,066 million and Goodyear net loss was $689 million. We develop, manufacture, distribute and sell tires for most applications through our strong portfolio of brands, led by the Goodyear brand, one of the most recognizable brand names in the world, as well as the Cooper, Dunlop, Kelly, Mastercraft, Roadmaster, Debica, Sava and Fulda brands. We are one of the world’s largest operators of commercial truck service and tire retreading centers. We operate approximately 950 retail outlets where we offer our products for sale to consumer and commercial customers and provide repair and other services. We have a pervasive distribution network that is focused on making the tire buying process easier — with a concentrated network of aligned third-party distributors, approximately 300 warehouse distribution facilities, and a leading business-to-consumer e-commerce platform. We manufacture our products in 55 manufacturing facilities in 22 countries, including the United States, and we have marketing operations in almost every country around the world. We employ approximately 71,000 full-time and temporary associates worldwide.

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PROXY SUMMARY

2023 Year in Review

Operating results in 2023 included significant sequential margin expansion on improving costs, despite a persistently weak volume environment across both consumer and commercial replacement markets.

The replacement tire industry was down 1% in 2023, with the weakest segments being U.S. and European commercial replacement given lower freight demand and consumer replacement in Europe, Middle East and Africa (“EMEA”) generally. Despite these developments, Goodyear maintained its leading position in the U.S. replacement market and remains a leader in other key markets throughout the globe. Goodyear also continued to perform well at original equipment (OE) with our win rate on new electric vehicle (EV) fitments remaining strong.

While the first half of the year was impacted by higher raw material and other costs, improving trends during the year enabled significant margin expansion. These trends culminated in double-digit segment operating margins in two of our regions by the fourth quarter, including Americas where segment operating income margin was the highest quarterly result since 2021. Improved earnings and reduced working capital to exit 2023 contributed to the strongest quarterly operating cash flow since before the pandemic.

Looking ahead, we began to lay the foundation for the next stages of our growth. The formation of a Board-led strategic and operational review culminated in the creation of a two-year transformation plan called Goodyear Forward. Building on our strengths, the plan is focused on optimizing our portfolio, delivering significant margin expansion and reducing leverage to drive sustainable and substantial shareholder value creation. During 2023, we began to drive the execution of that plan, which is expected to begin delivering value throughout 2024.

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PROXY SUMMARY

Shareholder Engagement and Responsiveness

We believe that it is important for us to communicate regularly with shareholders regarding areas of interest or concern. We have a robust shareholder engagement program that includes an annual outreach that is focused on our long-term business strategy, executive compensation, corporate governance, corporate responsibility and other topics suggested by our shareholders. Our annual outreach helps to ensure that our shareholders are heard and able to communicate directly with us on these important matters.

As part of our annual outreach (based on our outstanding Common Stock as of September 30, 2023):

Our outreach this year gave us an opportunity to discuss:

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PROXY SUMMARY

Executive Compensation Highlights

Our executive compensation program is designed to support achievement of our business objectives and to serve the long-term interests of our shareholders and is strongly aligned to Company performance and measurable financial and other metrics, thereby aligning management’s interests with our shareholders’ interests by focusing management on driving increased shareholder value. Our financial and other metrics also continue to be aligned with our strategic objectives, as shown in the table below.

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PROXY SUMMARY

The resulting compensation for our named executive officers is comprised of a mix of variable and fixed compensation that is strongly linked to our performance. For 2023, our compensation metrics were:

Director Nominees

Our well-qualified and diverse group of directors brings an important mix of leadership, boardroom and operating experience to Goodyear. Our directors provide us with critical insights on many important issues facing our business. These collective attributes enable the Board to exercise appropriate independent oversight of management and pursue long-term, sustainable shareholder value creation by providing strategic input on the development and oversight of the implementation of our long-term strategy.

Our Board seeks to have well-balanced tenures, with longer serving directors who provide knowledge of our business through industry cycles and newer directors with fresh perspectives. During 2023, following an extensive and thoughtful search process, we added three new directors to our Board. Our new directors, Joseph Hinrichs, Max Mitchell and Roger Wood, bring extensive industry experience, deep expertise in driving corporate strategy and optimizing results, and a commitment to building excellence through investment in people and culture.

Consistent with our Corporate Governance Guidelines, the Governance Committee seeks nominees who will provide a diversity of perspectives in Board deliberations, as well as diversity in personal characteristics, such as age, gender and ethnicity. While the Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees, the Governance Committee and the Board believe that considering diversity is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors that they consider when identifying individuals for Board membership.

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PROXY SUMMARY

The composition of the nominees for election to the Board at the 2024 Annual Meeting is reflected below. See Proposal 1 for additional details.

Corporate Governance Highlights

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