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 11, 2016

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.)
      
200 Innovation Way, 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 5.07. Submission of Matters to a Vote of Security Holders

The Goodyear Tire & Rubber Company’s Annual Meeting of Shareholders was held on April 11, 2016 (the “Annual Meeting”). At the Annual Meeting, 231,592,260 shares of common stock, without par value, or approximately 87% of the 267,235,189 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. Thirteen 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 2017 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 24,346,906 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
William J. Conaty
  204,513,052 (98.7%)   2,495,028 (1.2%)   237,274 (0.1%)
James A. Firestone
  205,092,035 (99.0%)   1,440,152 (0.7%)   713,167 (0.3%)
Werner Geissler
  205,324,931 (99.1%)   1,202,570 (0.6%)   717,853 (0.3%)
Peter S. Hellman
  205,051,364 (98.9%)   1,447,237 (0.7%)   746,753 (0.4%)
Laurette T. Koellner
  205,175,303 (99.0%)   1,344,873 (0.6%)   725,178 (0.3%)
Richard J. Kramer
  197,292,350 (95.2%)   9,243,577 (4.5%)   709,427 (0.3%)
W. Alan McCollough
  204,977,461 (98.9%)   2,007,898 (1.0%)   259,995 (0.1%)
John E. McGlade
  205,249,971 (99.0%)   1,743,298 (0.8%)   252,085 (0.1%)
Michael J. Morell
  205,402,401 (99.1%)   1,591,341 (0.8%)   251,612 (0.1%)
Roderick A. Palmore
  204,701,056 (98.8%)   1,809,206 (0.9%)   735,092 (0.4%)
Stephanie A. Streeter
  204,819,486 (98.8%)   2,194,423 (1.1%)   231,445 (0.1%)
Thomas H. Weidemeyer
  205,295,142 (99.1%)   1,208,099 (0.6%)   742,113 (0.4%)
Michael R. Wessel
  205,129,750 (99.0%)   1,395,493 (0.7%)   720,111 (0.3%)

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 197,726,978 shares of common stock voted in favor of, and 8,391,004 shares of common stock voted against, said resolution. The holders of 1,127,372 shares of common stock abstained and there were 24,346,906 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (95.9%) of the votes cast “for” and “against” the matter at the Annual Meeting, was adopted.

3. 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, 2016 was submitted to, and voted upon by, the shareholders. There were 226,666,871 shares of common stock voted in favor of, and 4,504,232 shares of common stock voted against, said resolution. The holders of 421,157 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 (84.8%) of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.

4. Shareholder Proposal. A resolution requesting that the Board of Directors take the steps necessary to implement shareholder proxy access for director nominees was submitted to, and voted upon by, the shareholders. There were 134,487,643 shares of common stock voted in favor of, and 71,584,568 shares of common stock voted against, said resolution. The holders of 1,173,143 shares of common stock abstained and there were 24,346,906 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority (50.3%) 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 15, 2016   By:   David L. Bialosky
       
        Name: David L. Bialosky
        Title: Senior Vice President, General Counsel and Secretary