Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On April 11, 2022, the shareholders of The Goodyear Tire & Rubber Company ("Goodyear" or the "Company") approved the adoption of the 2022 Performance Plan (the "2022 Plan").



The 2022 Plan authorizes awards of stock options, stock appreciation rights,
restricted stock, restricted stock units, stock-based and cash-based performance
grants and other stock-based grants (collectively, "Awards"). A total of
twenty-one million (21,000,000) shares of common stock may be issued under the
2022 Plan. Any shares of common stock that are subject to awards of stock
options or stock appreciation rights will be counted as one share for each share
granted for purposes of the aggregate share limit and any shares of common stock
that are subject to any other awards will be counted as 2.00 shares for each
share granted for purposes of the aggregate share limit.

The 2022 Plan will be administered by the Compensation Committee of the Board of
Directors which will have the sole authority to, among other things: construe
and interpret the 2022 Plan; make rules and regulations relating to the
administration of the 2022 Plan; select participants; establish the terms and
conditions of Awards; and reduce the amount of an Award, without the consent of
any participant, all in accordance with the terms of the 2022 Plan.

Any employee of Goodyear or any of its subsidiaries, including any officer of
Goodyear, selected by the Compensation Committee is eligible to receive Awards
under the 2022 Plan. Directors of Goodyear are also eligible to receive Awards
(other than performance grants) under the 2022 Plan, provided that the sum of
(i) the aggregate grant date fair value of all Awards granted in any single
calendar year plus (ii) the aggregate amount of any cash retainers and fees
payable in that calendar year, in each case, to any single non-employee
director, shall not exceed $750,000. Subject to the limits specified in the 2022
Plan, the selection of participants and the nature and size of Awards will be
wholly within the discretion of the Compensation Committee. It is anticipated
that all 13 Board-appointed officers of Goodyear will receive various grants
under the 2022 Plan and approximately 2,500 other employees of Goodyear and its
subsidiaries will participate in at least one feature of the 2022 Plan. A
participant must be an employee of the Company or a subsidiary or a director of
the Company continuously from the date a grant is made through the date of
vesting thereof, unless otherwise provided by the Compensation Committee.

The 2022 Plan will remain in effect until February 28, 2032, unless sooner terminated by the Board of Directors. Termination will not affect Awards then outstanding.

The foregoing description of the 2022 Plan is qualified in its entirety by reference to the provisions of the 2022 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.




The Company's Annual Meeting of Shareholders was held on April 11, 2022 (the
"Annual Meeting"). At the Annual Meeting, 246,160,213 shares of common stock,
without par value, or approximately 87% of the 281,968,548 shares of common
stock outstanding and entitled to vote at the Annual Meeting, were present in
person or by proxy.

Set forth below are the matters acted upon by Goodyear shareholders at the Annual Meeting, and the final voting results on each matter.



1. Election of Directors. Eleven persons were nominated by the Board of
Directors for election as directors of Goodyear, each to hold office for a
one-year term expiring at the 2023 annual meeting of shareholders and until his
or her successor is duly elected and qualified. Each nominee was elected. There
were 28,869,098 broker non-votes with respect to each nominee. The votes cast
for or against, as well as abstentions with respect to, each nominee were as
follows:

                                  Shares of Common         Shares of Common Stock
Name of Director                   Stock Voted For             Voted Against              Abstentions
James A. Firestone                172,965,705 (79.6%)           40,484,854 (18.6%)       3,840,556 (1.8%)
Werner Geissler                   207,012,370 (95.3%)             6,490,256 (3.0%)       3,788,489 (1.7%)
Laurette T. Koellner              175,025,183 (80.5%)           38,489,262 (17.7%)       3,776,670 (1.7%)
Richard J. Kramer                 202,403,163 (93.1%)            11,273,238 (5.2%)       3,614,714 (1.7%)
Karla R. Lewis                    209,258,474 (96.3%)             4,170,259 (1.9%)       3,862,382 (1.8%)
Prashanth Mahendra-Rajah          209,990,012 (96.6%)             3,554,053 (1.6%)       3,747,050 (1.7%)
John E. McGlade                   208,621,635 (96.0%)             4,879,271 (2.2%)       3,790,209 (1.7%)
Roderick A. Palmore               210,075,071 (96.7%)             3,467,423 (1.6%)       3,748,621 (1.7%)
Hera Siu                          211,367,729 (97.3%)             2,237,527 (1.0%)       3,685,859 (1.7%)
Michael R. Wessel                 209,603,326 (96.5%)             3,843,855 (1.8%)       3,843,934 (1.8%)
Thomas L. Williams                206,418,677 (95.0%)             5,574,556

(2.6%) 5,297,882 (2.4%)

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2. Advisory vote regarding the compensation of named executive officers. An
advisory resolution that the shareholders approve the compensation of Goodyear's
named executive officers was submitted to, and voted upon by, the shareholders.
There were 45,138,090 shares of common stock voted in favor of, and 168,128,321
shares of common stock voted against, said resolution. The holders of 4,024,704
shares of common stock abstained and there were 28,869,098 broker non-votes. The
resolution, having failed to receive the affirmative vote of the holders of at
least a majority (21.2%) of the votes cast "for" and "against" the matter at the
Annual Meeting, was not adopted.

3. Proposal to approve the adoption of the 2022 Performance Plan. A resolution
that the shareholders approve the adoption of the 2022 Plan was submitted to,
and voted upon by, the shareholders. There were 196,849,721 shares of common
stock voted in favor of, and 16,953,030 shares of common stock voted against,
said resolution. The holders of 3,488,364 shares of common stock abstained and
there were 28,869,098 broker non-votes. The resolution, having received the
affirmative vote of the holders of at least a majority (69.8%) of the shares of
common stock outstanding and entitled to vote at the Annual Meeting, was
adopted.

4. Ratification of appointment of independent registered public accounting firm.
A resolution that the shareholders ratify the action of the Audit Committee in
selecting and appointing PricewaterhouseCoopers LLP as the independent
registered public accounting firm for Goodyear for the year ending December 31,
2022 was submitted to, and voted upon by, the shareholders. There were
236,173,735 shares of common stock voted in favor of, and 6,426,130 shares of
common stock voted against, said resolution. The holders of 3,560,348 shares of
common stock abstained and there were no broker non-votes. The resolution,
having received the affirmative vote of the holders of at least a majority
(83.8%) of the shares of common stock outstanding and entitled to vote at the
Annual Meeting, was adopted.

5. Shareholder proposal. A resolution requesting that the Board of Directors
take the steps necessary to implement certain simple majority voting provisions
was submitted to, and voted upon by, the shareholders. There were 169,177,033
shares of common stock voted in favor of, and 44,337,410 shares of common stock
voted against, said resolution. The holders of 3,776,672 shares of common stock
abstained and there were 28,869,098 broker non-votes. The resolution, having
received the affirmative vote of the holders of at least a majority (60.0%) of
the shares of common stock outstanding and entitled to vote at the Annual
Meeting, was adopted.

Item 9.01 Financial Statements and Exhibits.





10.1      2022 Performance Plan of The Goodyear Tire & Rubber Company

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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