0001209191-11-057872.txt : 20111123 0001209191-11-057872.hdr.sgml : 20111123 20111123131839 ACCESSION NUMBER: 0001209191-11-057872 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111114 FILED AS OF DATE: 20111123 DATE AS OF CHANGE: 20111123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smytka Daniel L CENTRAL INDEX KEY: 0001535500 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01927 FILM NUMBER: 111224622 MAIL ADDRESS: STREET 1: 1144 EAST MARKET STREET CITY: AKRON STATE: OH ZIP: 44316 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GOODYEAR TIRE & RUBBER CO /OH/ CENTRAL INDEX KEY: 0000042582 STANDARD INDUSTRIAL CLASSIFICATION: TIRES AND INNER TUBES [3011] IRS NUMBER: 340253240 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1144 E MARKET ST CITY: AKRON STATE: OH ZIP: 44316 BUSINESS PHONE: 2167962121 MAIL ADDRESS: STREET 1: 1144 E MARKET ST CITY: AKRON STATE: OH ZIP: 44316 3 1 doc3.xml FORM 3 SUBMISSION X0204 3 2011-11-14 0 0000042582 GOODYEAR TIRE & RUBBER CO /OH/ GT 0001535500 Smytka Daniel L 1144 EAST MARKET STREET AKRON OH 44316 0 1 0 0 President, Asia-Pacific Region Common Stock 5008 D 2008 Plan Performance Share Units Common Stock 6898 D 2008 Plan Performance Share Units Common Stock 3613 D 2008 Plan Option 12.48 2009-10-07 2018-10-07 Common Stock 3370 D 2008 Plan Option 4.81 2010-02-26 2019-02-26 Common Stock 9326 D 2008 Plan Option 12.74 2011-02-23 2020-02-23 Common Stock 3782 D 2008 Plan Option 10.87 2011-10-05 2020-10-05 Common Stock 8992 D 2008 Plan Option 13.91 2012-02-22 2021-02-22 Common Stock 12277 D 2008 Plan Restricted Stock Units Common Stock 15000 D Performance Share Unit Grant under the 2008 Performance Plan, payable 100% in shares of Common Stock in February 2013. The number of Units reflects the attainment of net income and cash flow targets over a 1-year period ending December 31, 2010 at 150% of the target performance levels. Performance Share Unit Grant under the 2008 Performance Plan, contingently payable (to the extent earned) 100% in shares of Common Stock in February 2014. The number of Units paid, which can range from 0% to 150% of the Units reported on this Form 3, depends on the attainment of net income and cash flow targets over a 1-year period ending December 31, 2011, and is subject to further increase or decrease of up to 20% based on the Company's total shareholder return vs. the S&P 500 over the 3-year vesting period ending December 31, 2013. Non-Qualified Stock Option in respect of shares of Common Stock granted under the 2008 Performance Plan. The option vests and becomes exercisable in 25% increments over four years commencing on the date indicated, which is one year after the date of grant. Restricted Stock Units, each equivalent to a share of Common Stock, granted under the 2008 Performance Plan. The Restricted Stock Units vest and convert into shares of Common Stock in 33% increments each year commencing three years after the date of grant, which was February 23, 2010. /s/ Anthony E Miller, signing as an attorney-in-fact and agent duly authorized to execute this Form 3 on behalf of Daniel L Smytka pursuant to a Power of Attorney dated 11/22/11, a copy of which is filed herewith. 2011-11-23 EX-24.3_398668 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW BY ALL THESE PRESENTS, that the undersigned, Daniel L Smytka, hereby constitutes and appoints David L Bialosky, Bertram Bell, Anthony E Miller and Daniel T Young, and each of them, his true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned Securities and Exchange Commission Forms 3, 4 and 5 for filing from time to time with the Securities and Exchange Commission pursuant to and in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"), and the rules and regulations promulgated from time to time thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the timely filing of any and all Forms 3, 4 and 5 which are required to be filed, or which would be appropriately filed, by the undersigned with the United States Securities and Exchange Commission, the New York Stock Exchange and any other authority in order to comply with Section 16 of the Act; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact and agents, or any of them, may be of benefit to, in the best interest of, or legally required by, the undersigned; it being understood that each document executed by any such attorney-in-fact and agent on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact and agent may, in the exercise of his sole discretion, approve. The undersigned hereby grants to each such attorney-in-fact and agent full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done, in the exercise of any of the rights and powers herein granted; and the undersigned hereby ratifies and confirms all that such attorneys-in-fact and agents, or any of them, shall lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with, or any other liability under, Section 16 of the Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 22nd day of November, 2011. /s/ Daniel L Smytka ______________________ Daniel L Smytka