8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 2, 2009

The Goodyear Tire & Rubber Company
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-1927	34-0253240
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1144 East Market Street, Akron, Ohio		44316-0001
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 330-796-2121

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2009, The Goodyear Tire & Rubber Company ("Goodyear") filed a Current Report on Form 8-K announcing the election of Richard J. Kramer as Chief Operating Officer. We are filing this Form 8-K/A to provide the information required by Item 5.02(c)(3) by adding the fourth paragraph.

On June 2, 2009, the Board of Directors of Goodyear elected Richard J. Kramer as Chief Operating Officer, effective immediately. Mr. Kramer will continue as President, North American Tire, a position he has held since March 14, 2007, until his successor is named.

Mr. Kramer joined Goodyear in March 2000 as Vice President - Corporate Finance, serving in that capacity as Goodyear’s principal accounting officer until August 2002, when he was elected Vice President, Finance - North American Tire. In August 2003, he was named Senior Vice President, Strategic Planning and Restructuring, and in June 2004 was elected Executive Vice President and Chief Financial Officer. Mr. Kramer served as Chief Financial Officer until August 7, 2007. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, including two years as a partner. Mr. Kramer is 45 years old.

In connection with his election, on August 3, 2009, the Compensation Committee of the Board of Directors determined that Mr. Kramer will receive an annual base salary of $750,000 and will continue to participate in Goodyear's Performance Recognition Plan, with an annual target of $750,000. On August 4, 2009, the Board of Directors also approved additional grants of 22,794 stock options and 1,710 performance shares for the three-year period ending December 31, 2011 under Goodyear's 2008 Performance Plan and 6,873 units for the three-year period ending December 31, 2011 under Goodyear's Executive Performance Plan.

A copy of Goodyear’s press release announcing Mr. Kramer’s appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 - News release, dated June 4, 2009

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
August 6, 2009	By:	C. Thomas Harvie
		Name: C. Thomas Harvie
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	News release, dated June 4, 2009

EX-99.1

	News Release
Corporate Headquarters: 1144 East Market Street, Akron, Ohio 44316-0001	Media Website: www.GoodyearNewsRoom.com

CONTACT: Keith Price

330-796-1863

FOR IMMEDIATE RELEASE

#23728pe.609

Goodyear Board of Directors Elects Richard J. Kramer
Chief Operating Officer

AKRON, Ohio, June 4, 2009 – The Board of Directors of The Goodyear Tire & Rubber Company has elected Richard J. Kramer chief operating officer of the company, reporting to Robert J. Keegan, chairman and chief executive officer. The new role is effective immediately and will be in addition to Kramer’s current role as president of the company’s North American Tire business until his successor is named.

“Rich’s appointment as chief operating officer reflects our game plan of having a laser focus on operations globally during these extraordinary times,” Keegan said. “It also reflects the confidence that the Board and I have in Rich’s overall business leadership capability.

“Rich brings enormous credibility and respect from all key constituents, our associates, our customers and Wall Street,” Keegan added. “Under Rich’s leadership in North American Tire, his team has successfully managed the business to deal swiftly and effectively with the current challenging economic environment.”

Kramer, 45, was born in Cleveland and is a 1986 graduate of John Carroll University where he earned a Bachelor of Science degree in business administration. He joined Goodyear as vice president of corporate finance in 2000 after 13 years with PricewaterhouseCoopers, where he served in a variety of roles in the United States and Europe. He was a partner with PwC when he joined Goodyear.

In 2004, Kramer was elected executive vice president and chief financial officer. In March of 2007, he was elected to his current position as president of the North American Tire business. North American Tire is the company’s largest business unit with 2008 sales of $8.3 billion, which represents 42 percent of the company’s $19.5 billion in annual sales.

“We are pleased to have a business leader of Rich’s caliber ready to step into this important role at this critical time. Rich has generated improved results and built improved leadership teams in every assignment at Goodyear,” Keegan said.

Goodyear is one of the world’s largest tire companies. It employs approximately 71,000 people and manufactures its products in more than 60 facilities in 25 countries around the world. For more information about Goodyear, go to www.goodyear.com/corporate.

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