8-K

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): February 26, 2019

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)	(Commission File Number)	(I.R.S. Employer 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))

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.

On February 26, 2019, Thomas L. Williams was elected to the Board of Directors of The Goodyear Tire & Rubber Company to a term expiring at the 2019 Annual Meeting of Shareholders. Mr. Williams has not yet been appointed to any committees of the Board of Directors. Mr. Williams will receive the compensation established from time-to-time for non-employee directors.

A copy of the news release announcing Mr. Williams’ election, which includes some biographical information, is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 – News release, dated February 28, 2019

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: February 28, 2019	By	/s/ David L. Bialosky
		David L. Bialosky
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Thomas Williams Elected to Goodyear Board

AKRON, Ohio, Feb. 28, 2019 – Thomas L. Williams, Chairman of the Board and Chief Executive Officer of Parker-Hannifin Corporation, has been elected to the board of directors of The Goodyear Tire & Rubber Company.

“We are pleased to welcome Tom to the Goodyear Board of Directors,” said Goodyear Chairman, Chief Executive Officer and President Richard J. Kramer. “He is a proven chief executive with more than 30 years of international operations experience and particular expertise on complex and cyclical businesses. Tom’s extensive knowledge of manufacturing, distribution, logistics and innovation, along with a track record of focusing on safety and sustainability, will be a tremendous asset to our board. We look forward to his many contributions to our company, shareholders and community.”

Williams, 60, has served as Chief Executive Officer of Parker-Hannifin Corporation, a leading worldwide diversified manufacturer of motion and control technologies and systems, since February 2015 and as Chairman of the Board of Parker since January 2016. From August 2008 to February 2015, he was Executive Vice President and Operating Officer of Parker. Williams joined Parker in 2003 as Vice President of Operations – Hydraulics Group and became President – Instrumentation Group in 2005 and Senior Vice President and Operating Officer in 2006.

Prior to joining Parker-Hannifin, Williams was employed by General Electric Company for 22 years, where he held various executive operating positions for four different GE business groups: Capital, Aviation, Lighting and Transportation.

Williams earned his bachelor’s degree in mechanical engineering from Bucknell University and his MBA from Xavier University. He is a member of the Board of Directors for the Make-a-Wish Foundation and a member of the Business Roundtable and The Business Council.

(more)

About The Goodyear Tire & Rubber Co.

Goodyear is one of the world’s largest tire companies. It employs about 64,000 people and manufactures its products in 47 facilities in 21 countries around the world. Its two Innovation Centers in Akron, Ohio, and Colmar-Berg, Luxembourg, strive to develop state-of-the-art products and services that set the technology and performance standard for the industry. For more information about Goodyear and its products, go to www.goodyear.com/corporate. GT-FN

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