GOODYEAR TIRE & RUBBER CO /OH/

DEF 14A 1 a2026goodyearproxystatement.htm DEF 14A

UNITED STATES

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A LETTER FROM OUR CHAIRMAN OF THE BOARD

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 2026 Annual Meeting of Shareholders.

It has been my privilege to serve as Chairman of Goodyear’s Board of Directors during this important time in our Company’s history. On behalf of the full Board, I would like to reaffirm our commitment to representing the interests of our shareholders through strong, independent oversight of Goodyear. From that perspective, I am pleased to share an update on some of the Board’s key priorities over the past year.

GOODYEAR’S TRANSFORMATION

Since we announced Goodyear Forward in late 2023, the Board has overseen consistent execution of the Company’s transformation plan, culminating in 2025 with the completion of the plan. We successfully completed the three divestitures included in the plan and significantly deleveraged our balance sheet with the proceeds from those asset sales. And while we fell somewhat short of our margin target, we nevertheless remained focused on our profitability by aggressively managing our cost structure, introducing new product lines and improving the efficiency of our manufacturing operations – all while navigating a tumultuous industry environment.

We are proud of these accomplishments and, looking ahead, remain confident in the leadership team’s ability to execute on the next phase of Goodyear’s transformation. We have taken meaningful steps to ensure the right team is in place, and this team has steadily advanced the Company’s strategic priorities while fostering the high-performance, result-driven culture we value.

BOARD COMPOSITION AND EVOLUTION

We continue to assess the composition of Goodyear’s Board to ensure it most effectively supports Goodyear’s evolving strategy and risks. In May 2025, I was delighted to welcome Jason Winkler to our Board as an independent director. Jason’s global finance leadership experience will be invaluable as Goodyear pursues its transformational initiatives.

I am also excited that the Board has nominated Julie Hamilton for consideration by you at the 2026 Annual Meeting. Julie’s extensive branded consumer products experience will provide us with valuable insights as we

pursue our goal of being #1 in Tires and Service. Julie’s nomination continues the Board’s ongoing refreshment efforts – Julie will become the fifth new independent director to be added to the Board since 2023 following her election.

At the same time, the Board has continued to optimize the composition of its committees in anticipation of future changes and needs and to ensure a balanced mix of perspectives and experiences.

I’d also like to thank departing Board members Werner Geissler and John McGlade for their service on the Goodyear Board. Since joining the Board, Werner and John have both served as Committee chairs, provided valuable guidance and leadership, and been instrumental in overseeing the Company’s transformation.

SHAREHOLDER ENGAGEMENT

As always, the Board considers our actions and priorities in the context of feedback from shareholders. In 2025, Goodyear actively reached out to our shareholders, engaging with institutional shareholders representing 51% of outstanding shares. We discussed topics ranging from the evolution of our Board to details about progress on Goodyear Forward. The feedback we receive continues to be a valuable input for our directors and is clearly reflected in our corporate governance practices and executive compensation programs.

On behalf of the Board, thank you for your continued investment in and support of Goodyear. We look forward to welcoming you at our Annual Meeting.

Sincerely,

Laurette T. KoellnerChairman of the BoardMarch 6, 2026

A LETTER FROM OUR CHIEF EXECUTIVE OFFICER AND PRESIDENT

Dear Fellow Goodyear Shareholder,

As I reflect on my first two years as Chief Executive Officer and President of Goodyear, I’m proud of our focused execution and the strong momentum we have built.

Throughout 2025, our team positioned Goodyear for sustainable growth by advancing our Goodyear Forward transformation plan — focused on optimizing our product portfolio, delivering margin expansion and reducing leverage — with discipline, resilience and focus.

During the year, we completed the three planned divestitures included in the program – the Chemical and Off-the-Road Tire businesses and the Dunlop brand. We significantly deleveraged our balance sheet and further sharpened our focus on margin and profitability, accelerating the transformation of our manufacturing operations and introducing new premium product lines that better meet customer and market needs.

Importantly, we delivered this progress in the face of a business environment marked by volatility and global trade disruption. In response, we took meaningful steps to adapt to challenging market dynamics, including driving a renewed focus on high-value market segments, increasing the vitality of our product portfolio, with 30 percent more new offerings – the most in the company’s history – and refreshing our brand and customer programs in key markets. Together, these actions delivered significant cost savings, improved performance and established a strong foundation for long-term value creation.

I want to express my sincere appreciation to all our associates who worked as one global team to navigate a difficult environment by consistently putting our customers at the center of everything we do. I would also like to extend my gratitude and congratulations to two of our longer-serving directors, Werner Geissler and John McGlade, who will retire from the Board in 2026. Their leadership and counsel have been instrumental in laying the foundation for our future success.

Our achievements in 2025 have paved the way for a more durable earnings profile, and we remain deeply committed to delivering profitable growth and long-term shareholder value in 2026 and beyond.

Thank you for your support of Goodyear. I look forward to updating you on our progress throughout the year.

Sincerely,

Mark W. StewartChief Executive Officer and PresidentMarch 6, 2026

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

To our shareholders:

The 2026 Annual Meeting of Shareholders of The Goodyear Tire & Rubber Company, an Ohio corporation (“Goodyear,” “Company,” “we,” “our” or “us”), will be held in a virtual format only on Monday, April 13, 2026 at 4:30 p.m., Eastern Time, for the following purposes (the “Annual Meeting”):

If you are not able to attend, we hope that you will vote by proxy. These proxy materials contain detailed information about the matters on which we are asking you to vote. Please read the materials, including the Board’s recommendation on each Proposal, thoroughly.

Your vote is very important to us.

Daniel T. Young

Secretary

March 6, 2026

By order of the Board of Directors

Location:Virtual Shareholders Meeting www.virtualshareholdermeeting.com/GT2026See page 76 for further information regarding attending the virtual meeting.

Time & Date:Monday, April 13, 2026 at 4:30 p.m., Eastern Time

The Board of Directors fixed the close of business on February 17, 2026 as the record date for determining shareholders entitled to notice of, and to vote at, the 2026 Annual Meeting. Only holders of record of shares of common stock, without par value, of Goodyear (“Common Stock”) at the close of business on February 17, 2026 will be entitled to vote at the 2026 Annual Meeting and postponements or adjournments, if any, thereof.

How to Vote:

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

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2025 OPERATING RESULTS2025 was marked by heightened uncertainty driven by geopolitical developments and rapid shifts in the global trade environment. These dynamics pressured our industry, particularly in consumer replacement and commercial truck, where significant increases in inventory levels created divergence between sell-in to, and sell-out from, the distribution channels. Against this backdrop, we remained focused on controlling the controllables. Through disciplined execution of our Goodyear Forward plan, we delivered $1.5 billion of run-rate segment operating income savings. Additionally, we generated more than $2.3 billion of asset sale proceeds, exceeding our target by over $300 million.For the year, Goodyear generated revenue of $18.3 billion and segment operating income of $1.1 billion. The actions taken under Goodyear Forward have structurally improved our cost base and meaningfully improved the balance sheet through net debt reduction.Importantly, the discipline required to execute Goodyear Forward has become embedded into our company’s DNA. This is evident across the organization, and especially in how we bring new products to market, where enhanced cross-functional rigor in product planning, manufacturing efficiency, and go-to-market execution has reinforced accountability and performance.As a result, we’ve driven renewed focus on high-value segments of the market and strengthened the vitality of our portfolio, launching 30% more new products in 2025, which was the most in Goodyear’s history. We also continued to secure premium OE fitment wins globally, which we expect will support profitable replacement pull-though in the years ahead. Looking forward, we believe accelerating mix improvement, building a more connected value chain, and deepening industry partnerships will be central to creating long-term stakeholder value. At the same time, cost discipline is embedded in how we operate. While the environment remains unpredictable, we will continue to identify opportunities to do more with less. Taken together, 2025 was a year in which we operated with sharper strategic focus, strengthened cost discipline, and improved financial resilience despite significant external disruption. The structural improvements delivered through Goodyear Forward, combined with balance sheet repair and portfolio optimization, have positioned the company to drive durable earnings expansion and stronger cash generation over time. The outcome is an improved Goodyear – a more focused, more premium, and more financially capable business aligned with the most attractive structural trends in the industry.

TABLE OF CONTENTS

USE OF FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES

For additional information regarding our use of forward-looking statements in this Proxy Statement, see Exhibit A. For additional information regarding total segment operating income, which is a non-GAAP financial measure, including a reconciliation to the most directly comparable GAAP financial measure, see Exhibit B.