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):  (December 14, 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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange 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.

On December 14, 2022, The Goodyear Tire & Rubber Company (the “Company”) named Christina L. Zamarro as Executive Vice President and Chief Financial Officer, effective January 1, 2023. Ms. Zamarro succeeds Darren R. Wells, who will become Executive Vice President and Chief Administrative Officer, also effective January 1, 2023.

Ms. Zamarro, 50, joined the Company in 2007 and has been Vice President, Finance and Treasurer since May 2020. Previously, she was Vice President, FP&A and Investor Relations, from April 2018 to April 2020 and Vice President, Investor Relations, from 2014 to March 2018. She has also held various roles in the Company’s Treasury Department, including as Assistant Treasurer, Capital Markets.

Ms. Zamarro will receive an annual base salary of $725,000 and will participate in the Company’s Executive Annual Incentive Plan, with a target annual incentive of $725,000. She will continue to be a participant in the Executive Severance and Change in Control Plan, with her severance multiple increasing from 1.0x to 1.5x, and the other benefit plans and programs that generally are available to Goodyear’s executive officers and associates.

A copy of the news release announcing these changes is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1	News release, dated December 14, 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 14, 2022	By	/s/ Daniel T. Young
		Daniel T. Young
		Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE •   GLOBAL HEADQUARTERS: 200 INNOVATION WAY, AKRON, OHIO 44316-0001

NEWS RELEASE GOODYEAR NAMES CHRISTINA ZAMARRO CHIEF FINANCIAL OFFICER Darren Wells to Become Chief Administrative Officer AKRON, Ohio, Dec. 14, 2022 – The Goodyear Tire & Rubber Company today announced the appointment of Christina Zamarro to the role of Executive Vice President and Chief Financial Officer, reporting to Chairman, Chief Executive Officer and President Richard J. Kramer.

•   MEDIA WEBSITE: WWW.GOODYEARNEWSROOM.COM •   CONTACT: DOUG GRASSIAN 330.796.3855 DOUG_GRASSIAN@GOODYEAR.COM

In this role, Zamarro will lead Goodyear’s Global Finance organization and oversee all aspects of the company’s corporate finances, including Treasury, Investor Relations, Accounting, Audit and Financial Planning & Analysis, as well as its business unit Finance teams in the Americas; Asia Pacific; and Europe, Middle East and Africa. Zamarro will succeed Darren R. Wells, who will become Executive Vice President and Chief Administrative Officer. Both appointments are effective Jan. 1, 2023. “I have worked closely with Christina for many years, and I have seen her develop into a seasoned senior finance leader and high performing corporate treasurer. She has long been an integral member of our finance leadership team, bringing a deep knowledge of our company and demonstrating the ability to navigate our industry in a complex business environment. I look forward to her increased role and contributions on Goodyear’s leadership team,” said Kramer. “In addition to being a respected voice externally with strong connections to our key financial stakeholders, Christina has long been a trusted and collaborative advisor to Goodyear’s businesses, senior leadership team and board, all of whom rely on her ability to bring valuable insights to support Goodyear’s financial, commercial and operational success,” added Kramer. “Christina will be a strong partner for me in advancing Goodyear’s priorities along with developing our finance leadership, talent and teams.” “With our financial operations in Christina’s capable hands, Darren Wells will devote his full focus to leading Goodyear’s business strategy and growth agenda.

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This is a pivotal time in Goodyear’s history, and I look forward to continuing to partner with Darren, leveraging his deep knowledge of all aspects of our business as we chart a course to deliver Goodyear’s near-term and long-term strategic objectives,” said Kramer. Zamarro joined Goodyear in 2007 after several years working for Ford Motor Company. Over the course of her more than 15 years with the company, she has played key roles in strengthening the company’s Financial Strategy, Treasury and Investor Relations functions, culminating in her current role as vice president, Finance and Treasurer. She also serves on Goodyear’s Diversity & Inclusion Executive Council and on the board of L3Harris. Zamarro received her Bachelor of Arts degree in Economics from Ohio Wesleyan University and her Master of Business Administration degree from Vanderbilt University. Wells joined Goodyear in 2002 as vice president and treasurer, progressing through a series of finance leadership roles to become Chief Financial Officer. He later served as president of Goodyear’s Europe, Middle East and Africa business for two years before leaving Goodyear for a stint as executive in residence at the University of South Florida. He rejoined Goodyear as executive vice president and CFO in 2018. Jordan Coughlin, previously Assistant Treasurer, Capital Markets, will become vice president and Treasurer, also on Jan. 1. Goodyear’s Investor Relations function will continue to be led by Christian Gadzinski, senior director, Investor Relations. Both Coughlin and Gadzinski will report to Zamarro. 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, 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.

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XML

Document and Entity Information	Dec. 14, 2022
Cover [Abstract]
Entity Registrant Name	GOODYEAR TIRE & RUBBER CO /OH/
Amendment Flag	false
Entity Central Index Key	0000042582
Document Type	8-K
Document Period End Date	Dec. 14, 2022
Entity Incorporation State Country Code	OH
Entity File Number	1-1927
Entity Tax Identification Number	34-0253240
Entity Address, Address Line One	200 Innovation Way
Entity Address, City or Town	Akron
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44316-0001
City Area Code	(330)
Local Phone Number	796-2121
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Without Par Value
Trading Symbol	GT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false