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):   April 12, 2011

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

     
Ohio 1-1927 34-0253240
_____________________
(State or other jurisdiction
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(Commission
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(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1144 East Market Street, Akron, Ohio   44316-0001
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(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 5.07 Submission of Matters to a Vote of Security Holders

The Goodyear Tire & Rubber Company’s Annual Meeting of Shareholders was held on April 12, 2011 (the “Annual Meeting”). At the Annual Meeting, 195,236,572 shares of common stock, without par value, or approximately 80% of the 243,437,669 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxies.

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

1. Election of Directors. Twelve 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 2012 annual meeting of shareholders and until his or her successor is duly elected and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. There were 38,075,219 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 C. Boland
    152,264,214       4,089,770       807,369  
James A. Firestone
    147,372,461       8,996,636       792,256  
Werner Geissler
    154,383,431       2,058,061       719,861  
Peter S. Hellman
    152,802,308       3,646,583       712,462  
Richard J. Kramer
    143,033,519       13,592,941       534,893  
W. Alan McCollough
    153,644,809       2,681,027       835,517  
Rodney O’Neal
    147,609,850       8,838,154       713,349  
Shirley D. Peterson
    152,399,462       4,086,634       675,257  
Stephanie A. Streeter
    153,829,136       2,634,387       697,830  
G. Craig Sullivan
    151,845,870       4,621,242       694,241  
Thomas H. Weidemeyer
    152,028,940       4,424,189       708,224  
Michael R. Wessel
    152,689,284       3,760,643       711,426  

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 124,760,874 shares of common stock voted in favor of, and 31,738,459 shares of common stock voted against, said resolution. The holders of 662,020 shares of common stock abstained and there were 38,075,219 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority of the votes cast on the matter at the Annual Meeting, was adopted.

3. Advisory Vote on the Frequency of Future Shareholder Votes Regarding the Compensation of Named Executive Officers. An advisory resolution on the frequency of future shareholder votes regarding the compensation of Goodyear’s named executive officers was submitted to, and voted upon by, the shareholders. There were 127,425,947 shares of common stock voted in favor of one year, 8,263,579 shares of common stock voted in favor of two years, and 20,375,805 shares of common stock voted in favor of three years. The holders of 1,096,022 shares of common stock abstained and there were 38,075,219 broker non-votes.

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, 2011 was submitted to, and voted upon by, the shareholders. There were 188,465,202 shares of common stock voted in favor of, and 6,112,914 shares of common stock voted against, said resolution. The holders of 658,456 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 of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.


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
          
April 14, 2011   By:   David L. Bialosky
       
        Name: David L. Bialosky
        Title: Senior Vice President, General Counsel and Secretary