GOODYEAR TIRE RUBBER CO OH

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

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Dear Fellow Goodyear Shareholder,

Thank you for your continued investment in Goodyear. On behalf of the Board of Directors, I am pleased to invite you to attend the 2025 Annual Meeting of Shareholders.

It is my privilege to serve as Chairman of Goodyear’s Board of Directors. On behalf of the full Board, I would like to reaffirm our commitment to representing the interests of our shareholders through robust, independent oversight of the Company. From that perspective, I am pleased to provide an update on some of our key priorities over the last year, as we continue to transform Goodyear to create long-term, sustainable value.

GOODYEAR FORWARD

The Board remains committed to overseeing the execution of the Goodyear Forward transformation plan, and to ensuring that these initiatives align with our overall Company strategy.

Over the past year, the Board conductedin-depth analyses of proposed strategic transactions, ultimately determining that it was in the best interest of both Goodyear and its shareholders to pursue the sales of ouroff-the-road tire business and the Dunlop brand, respectively. Given the impact of these transactions as key milestones under Goodyear Forward, we remain confident in the plan’s ability to continue guiding the Company toward lower leverage, a stronger balance sheet and significant margin expansion.

COMPANY LEADERSHIP

Along with the rest of the Board, I have had the pleasure of working with Mark Stewart since he joined Goodyear as CEO and President in January 2024. Mark’s transition into the CEO role has been seamless. Mark has modeled a firm commitment to the people and values that define Goodyear, as demonstrated by his unwavering focus on leading the Company forward along the path towards achieving its strategic priorities.

I would also like to thank Prashanth Mahendra-Rajah for his service to Goodyear following his departure from the Board in January 2025. We appreciate his leadership and dedication to acting in the best interest of our shareholders throughout his tenure.

In terms of Board composition, we continue to prioritize diverse backgrounds and skills among our Directors, ensuring that the Board’s collective expertise is aligned with the Company today and the evolution of our strategy going forward. Leveraging the complementary attributes of our Directors has facilitated the Board’s effective strategic input and oversight of the Company in its pursuit of sustainable value creation.

SHAREHOLDER ENGAGEMENT

In 2024, Goodyear continued its robust shareholder engagement program, ultimately meeting with shareholders representing 67% of outstanding shares. The full Board remains committed to considering feedback received during these engagements, which play an integral role in informing our deliberations and decision-making processes. Goodyear has taken meaningful steps in response to recent shareholder feedback, including streamlining the metrics under our incentive programs and expanding the use of sustainable materials across our products.

On behalf of the Board, thank you for your continued investment in and support of Goodyear as we enter a new and exciting era in our Company’s history. We look forward to welcoming you at our Annual Meeting.

Dear Fellow Goodyear Shareholder,

I’ve had the privilege over the last year, my first as CEO of Goodyear, to meet with many Goodyear colleagues, customers and partners around the world to understand their perspectives on our business and opportunities ahead. Many of them generously shared candid feedback on what Goodyear is doing well and where we should continue to build and leverage our strengths to position the Company for long-term, profitable growth. I’ve seen first-hand in visits to our factories and retail stores how our talented associates are working every day to execute on our strategic priorities and deliver value for shareholders.

We remain committed to achieving these strategic priorities with our Goodyear Forward transformation plan, which paves the way for increased profitability and efficiency through three pillars: optimizing our portfolio, delivering significant margin expansion, and reducing leverage. Over the past year, we have taken meaningful steps towards meeting these goals, including the sale of ouroff-the-road tire business and the pending sale of the Dunlop brand.

At the same time, we’ve executed on our objective to increase consumer engagement and elevate both Goodyear and our brands. In September 2024, we collaborated with Ferrari on the launch of their new 12Cilindri car, reflecting our operational and cultural shift towards a premium, technology-driven strategy. This is just one example of our growing focus on the premium segment of the market that reflects our commitment to maximizing opportunities across the full value chain.

I’m particularly proud of these milestones as we achieved them against the backdrop of a persistently challenging environment in 2024. Higher imports oflow-cost tires into the U.S. and European markets continued to impact industry volumes and Goodyear’s performance. Despite these challenges, our focused execution on the Goodyear Forward plan drove significant improvement in our operating results for 2024. This also marks the first year we have expanded margins since 2015, excluding the year immediately following the COVID-19 pandemic.

We also announced increased targets for Goodyear Forward following its strong momentum to date. I am confident in the ability of our associates to continue our progress towards creating sustainable, long-term value while upholding Goodyear’s legacy of innovation.

I am grateful to our shareholders for your support as we move forward in our transformation journey. Since joining Goodyear, I have had the pleasure of engaging in productive conversations with many current and prospective investors. Your feedback continues to play a critical role in the executive team’s evaluation of our business, consideration of our priorities, and how we execute. I look forward to continuing our dialogue in the coming year.

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

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 10, 2025.

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 2024, our net sales were $18,878 million and Goodyear net income was $70 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, Mickey Thompson, 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 800 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 350 warehouse distribution facilities, and a leading business-to-consumer e-commerce platform.

We manufacture our products in 53 manufacturing facilities in 20 countries, including the United States, and we have marketing operations in almost every country around the world. We employ approximately 68,000 full-time and temporary associates worldwide.

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PROXY SUMMARY

2024 Operating Results

2024 marked a year of challenging industry dynamics that were reflected in our top line results. However, through commitment to and strong execution of the Goodyear Forward transformation plan, we strengthened our foundation and delivered significant improvements in segment operating income.

The replacement industry saw significant growth in the import of low-cost tires into the U.S. and European marketplace at unprecedented levels. These imported tires drove the overall replacement industry up 3% globally, resulting in Goodyear’s volume performance being lower than the industry, although it continues to be more in line with other tier 1 tire manufacturers. As we navigated through lower volume, we reduced production at our tire manufacturing facilities to prevent the build up of excess inventory. These actions resulted in higher unabsorbed fixed cost compared to 2023.

Despite these challenges, Goodyear maintained its leading position in the U.S. replacement market and remains a leader in other key markets around the world. Goodyear also continued to perform well at OE with year over year volume growth, outpacing the global industry which declined 2% from 2023. Our win rate on premium fitments, including electric vehicles, continues to be strong.

Overall, we delivered significant earnings growth compared to 2023, with segment operating income increasing $350 million, or 36%, and margin of 7%, up 220 basis points from last year. This marks the first year we have expanded segment operating income and margins since 2015, excluding the year immediately following COVID. The execution of the Goodyear Forward transformation plan was critical to delivering these results. As we navigated throughout the year, we were able to continuously raise our 2024 expectations on the Goodyear Forward plan, ultimately delivering $480 million of improvements and raising our expected 2025 exit run rate to $1.5 billion of benefits. Additionally, we delivered on critical milestones such as announcing the definitive agreement for the sale of the Dunlop brand to Sumitomo Rubber Industries within the first week of 2025 and closing on the sale of the off-the-road tire business to The Yokohama Rubber Company on February 3, 2025. These actions will allow us to reduce leverage and fund initiatives in connection with the Goodyear Forward transformation plan.

Looking forward, our focus remains on delivering our increased targets as part of the Goodyear Forward transformation plan including:

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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.

Our annual engagement process

As part of our annual outreach (based on our outstanding Common Stock as of September 30, 2024):

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PROXY SUMMARY

Our outreach this year gave us an opportunity to discuss:

Actions Informed by Shareholder Feedback:

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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.

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 2024, our compensation metrics were:

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PROXY SUMMARY

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.

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. The Governance Committee and the Board believe that Goodyear’s current Board composition is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders.

The composition of the nominees for election to the Board at the 2025 Annual Meeting is reflected below. See Proposal 1 for additional details.

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PROXY SUMMARY

Corporate Governance Highlights

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