2019 Business Performance Highlights

* As defined for purposes of our compensation plans in 2019

In September 2016,2019, challenging macroeconomic industry conditions persisted throughout much of the year, including higher raw material costs, foreign currency headwinds due to a strong U.S. dollar, lower original equipment, or OE, industry volumes, softening demand in Europe, weak market conditions in China, and economic volatility in Latin America, particularly in Brazil. The challenging industry environment in Europe was exacerbated by poor performance in our distribution channels. These factors more than offset the benefits of increased demand for our consumer replacement tires in the United States, driven by sales of17-inch and above rim size tires that outperformed the industry.

Our overall performance in 2019 was mixed, and we laid out for investorsare not satisfied with our 2020 strategic planstock price performance. We will intensify our efforts to improve execution in the areas of our business that are largely within our control. The restructuring plans that we announced in 2019 in Germany and the United States will underpin the next wave of our cost savings and strengthen our long-term competitive position. We also have announced plans to better align our European distribution network in order to capture the full value of our products and brands in the marketplace.

Globally, we continued to add to our OE pipeline by securing numerous new fitments, with many on electric vehicles. These fitments will begin adding to our tire unit volume in 2021 and 2022. We also expect to continue to see benefits from pricing actions that we implemented to recover raw material cost increases and continued strong performance in our sales of 17-inch and above consumer replacement tires.

We remain committed to our strategy which is aimed at capturing profitable growth in attractive market segments, particularly in 17 inch17-inch and above rim size tires, mastering increasing complexity and turning that into a competitive advantage, and connecting with consumers through our aligned distribution network of distributors and dealers.

In order to drive this future growth and address the volatile economicchallenging industry environment, we remain focused on:

Our strategy is designed to take advantage of the long-term trends shaping our total delivered costs, optimizing working capital levels and delivering bestindustry, particularly in industry customer service.

As partthe larger rim size segment of the market.

In 2019, we once again demonstrated our 2020 strategic plan, we announcedcommitment to shareholder returns through our 2017-2020 capital allocation plan that provides for growth capital expenditures of $1.8 billion to $1.9 billion, debt repayments of $800 million to $900 million, restructuring payments of $700 million to $800 million and, subject to our performance, common stock dividends and share repurchases of $3.5 billion to $4.0 billion. We also increased the quarterly cash dividend on our common stock by 43%, from $0.07Common Stock of $0.16 per share to $0.10 per share, beginning with the December 1, 2016 payment date. On February 2, 2017, the Board of Directors approved a $1.0 billion increase in the authorized amount of our common stock repurchase program.share.

				PROXY SUMMARY

Executive Compensation Highlights

Our executive compensation program is designed to support achievement of our business objectives and to serve the long-term interests of our shareholders. Our executive compensation is strongly aligned to company performance and measurable financial metrics, thereby aligning management’s interests with our shareholders’ interests andby focusing management on driving increased shareholder value.

The payouts under our incentive compensation plans this year were strongly aligned with our financial performance — demonstrating our commitment to structure an executive compensation program that pays for performance. The payouts under those plans reflected our strong free cash flow performance that was driven by the success of our working capital initiatives and allowed us to fund our dividend and reduce our net debt levels despite the challenging industry conditions we continued to face in 2019. Those challenging industry conditions adversely affected our performance on our EBIT and net income metrics.

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				PROXY SUMMARY

During 2019, we launched a Working Capital Excellence initiative focused on sustainable improvement to working capital efficiency. The Company’s focus on reducing working capital included structural enhancement of internal business processes related to how we procure and pay for goods and services and how we bill and collect from customers. Solid execution on these programs allowed us to lower our days sales outstanding and increase our payable leverage, effectively reducing our cash conversion cycle on a year-over-year basis and relative to our plan target. At the same time, we constrained production levels throughout the year in order to maintain an appropriate level of inventory in a declining industry environment.

For 2016,2019, the payout for overall company performance under our annual incentive plan was 131% of target, driven by our strong free cash flow performance, and the payout under our long-term awards for the 2017-2019 performance cycle was 22% of target, reflecting our performance over the entire three-year performance cycle, as well as the impact of our relative total shareholder return, or TSR, modifier that further reduced the payouts for our 2017-2019 performance cycle by 20%.

For 2019, our financial metrics were:

 

						Incentive Program		Financial Metrics		Weighting
ANNUAL INCENTIVES						Annual Performance Plan		EBIT			40	%
								Free Cash Flow from Operations			40	%
								Operating Drivers Individual Performance Goals			20	%
LONG-TERM AWARDS						Performance-Based Awards (Paid out in Equity and Cash)		Net Income			50	%			50	%
									Cash Flow Return on Capital			50				%
						Restricted Stock OptionsUnits

 

TABLE OF CONTENTS

USE OFNON-GAAP FINANCIAL MEASURES

For additional information regarding segment operating income, anon-GAAP financial measure, including reconciliations to the most directly comparable GAAP financial measure, see Exhibit A to this Proxy Statement.

USE OFNON-GAAP FINANCIAL MEASURES

For additional information regarding segment operating income and free cash flow from operations, bothnon-GAAP financial measures, including reconciliations to the most directly comparable GAAP financial measures, see Exhibit A to this Proxy Statement.

GENERAL INFORMATION

Goodyear’s executive offices are located at:

200 Innovation Way

Akron, Ohio 44316-0001

Our telephone number is:330-796-2121

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of The Goodyear Tire & Rubber Company, an Ohio corporation (“Goodyear,” “Company,” “we,” “our” or “us”), to be voted at the annual meeting of shareholders to be held April 10, 2017 (the “Annual Meeting”), and at any adjournments thereof, for the purposes set forth in the accompanying notice.

Our Annual Report to Shareholders for the year ended December 31, 2016 is enclosed with this Proxy Statement. The Annual Report is not considered part of the proxy solicitation materials. The approximate date on which this Proxy Statement and the related materials are first being sent to shareholders is March 10, 2017.

Shares Voting

Holders of shares of common stock, without par value, of Goodyear (“Common Stock”) at the close of business on February 15, 2017 (the “record date”) are entitled to notice of, and to vote the shares of Common Stock they hold on the record date at, the Annual Meeting. As of the close of business on the record date, there were 251,930,536 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote.

Vote Required

In accordance with Goodyear’s Articles of Incorporation, a director nominee must receive, in an uncontested election of directors, a greater number of votes cast “for” his or her election than “against” his or her election. You may not vote cumulatively in the election of directors.

Under Ohio law, an incumbent director who is notre-elected will continue in office as a “holdover” director until his or her successor is elected by a subsequent shareholder vote, or his or her earlier resignation, removal from office or death. In order to address “holdover” terms for any incumbent directors who fail to bere-elected under our majority vote standard, our Corporate Governance Guidelines provide that if a director nominee does not receive a majority affirmative vote, he or she will promptly offer his or her resignation as a director to the Board of Directors. Within 90 days, the Board will decide, after taking into account the recommendation of the Governance Committee (in each case excluding the nominee(s) in question), whether to accept the resignation. The Governance Committee and the Board may consider any relevant factors in deciding whether to accept a director’s resignation. The Board’s explanation of its decision shall be promptly disclosed in a filing with the Securities and Exchange Commission.

The affirmative vote of at least a majority of the shares of Common Stock outstanding on the record date is required for a management or shareholder proposal, other than an advisory vote, to be adopted at the Annual Meeting. When considering the results of advisory votes, the Board of Directors intends to consider only those votes actually cast at the Annual Meeting.

Abstentions and “brokernon-votes,” which occur when your broker does not have discretionary voting authority on a matter and you do not provide voting instructions, have the same effect as votes against any proposal voted upon by shareholders but have no effect on the election of directors or advisory votes.

VOTE REQUIREMENTS

		Quorum To conduct business, at least a majority of shares entitled to vote must be represented, either in person or by proxy.				Voting for Proposals PROPOSAL 2 — Advisory Vote on Executive Compensation Majority of votes actually cast at the meeting PROPOSAL 3 — Advisory Vote onSay-On-Pay Frequency Plurality of votes actually cast at the meeting
		Voting for Director Nominees To serve on the Board, a greater number of votes must be cast for the nominee’s election than against.				PROPOSAL 4 — Adoption of 2017 Performance Plan Majority of our outstanding Common Stock PROPOSAL 5 — Ratification of Appointment of Independent Registered Public Accounting Firm Majority of our outstanding Common Stock PROPOSAL 6 — Shareholder Proposal Majority of our outstanding Common Stock

Adjourned Meeting

The holders of a majority of shares represented at the meeting, whether or not a quorum is present, may adjourn the meeting. If the time and place of the adjourned meeting is announced at the time adjournment is taken, no other notice need be given.

Voting Shares Held in Street Name

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares. If you do not return the voting instruction card, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote only on matters deemed to be routine, such as the ratification of the selection of an accounting firm (Proposal 5). The election of directors (Proposal 1), the

executive compensation advisory vote (Proposal 2), thesay-on-pay frequency advisory vote (Proposal 3), the adoption of the 2017 Performance Plan (Proposal 4) and the shareholder proposal (Proposal 6) are not considered to be routine matters, and your broker will not have discretion to vote on those matters unless you specifically instruct your broker to do so by returning your signed voting instruction card. If you do not provide voting instructions to your broker, your shares will not be voted for any director nominee or on any matter on which your broker does not have discretionary authority (resulting in a brokernon-vote).

Savings Plan Shares

A separate “Confidential Voting Instructions” card is being sent to each employee or former employee participating in the Goodyear Common Stock fund of certain employee savings plans. Shares of Common Stock held in the trusts for these plans will be voted by the trustee as instructed by the plan participants who participate in the Goodyear Common Stock fund. Shares held in the trusts for which voting instructions are not received will be voted by the trustee in the same proportion as it votes shares for which voting instructions were received from participants in the Goodyear Common Stock fund of the applicable trust.

Voting of Proxy

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on April 10, 2017:

The Proxy Statement, Proxy Card and Annual Report to Shareholders for the year ended December 31, 2016 are available atwww.proxyvote.com.

David L. Bialosky, Laura K. Thompson and Daniel T. Young have been designated as proxies to vote shares of Common Stock in accordance with your instructions. You may give your instructions using the accompanying proxy card, via the internet or by telephone.

You may vote your shares using the internet by accessing the following web site:http://www.proxyvote.com or by making a toll-free telephone call within the United States of America or Canada using a touch-tone telephone to the toll-free number provided on your proxy card, or if you hold your shares in “street name,” on the voting instruction card provided by your broker or nominee.

Your shares will be voted for the thirteen nominees identified at pages 18 through 24, unless your instructions are to vote against any one or more of the nominees.

Your Board of Directors anticipates that all of the nominees named will be available for election. In the event an unexpected vacancy occurs, your proxy may be voted for the election of a new nominee designated by the Board of Directors.

Proxies received and not revoked prior to the Annual Meeting will be voted in favor of Proposals 2, 4 and 5, in favor of an annualsay-on-pay vote frequency for Proposal 3, and against Proposal 6, unless your instructions are otherwise.

Revocability of Proxy

You may revoke or revise your proxy (whether given by mail, via the internet or by telephone) by the delivery of a later proxy or by giving notice to Goodyear in writing or in open meeting. Your proxy revocation or revision will not affect any vote already taken. If you hold your shares in “street name” please refer to the information forwarded by your broker, bank or nominee who is considered the shareholder of record for procedures on revoking or changing your voting instructions.

Confidentiality

Your vote will be confidential except (a) as may be required by law, (b) as may be necessary for Goodyear to assert or defend claims, (c) in the case of a contested election of director(s), or (d) at your express request.

Shareholders Sharing The Same Address

Goodyear has adopted a procedure called “householding,” which has been approved by the Securities and Exchange Commission. Under this procedure, Goodyear is delivering only one copy of the Annual Report and Proxy Statement to multiple shareholders who share the same address and have the same last name, unless Goodyear has received contrary instructions from an affected shareholder. This procedure reduces Goodyear’s printing costs, mailing costs and fees. Shareholders who participate in householding will continue to receive separate proxy cards.

Goodyear will deliver promptly upon written or oral request a separate copy of the Annual Report and Proxy Statement to any shareholder at a shared address to which a single copy of either of those documents was delivered. To receive a separate copy of the Annual Report or Proxy Statement, you may write or call Goodyear’s Investor Relations Department at The Goodyear Tire & Rubber Company, 200 Innovation Way, Akron, Ohio 44316-0001, Attention: Investor Relations, telephone(330) 796-3751. You may also access Goodyear’s Annual Report and Proxy Statement on the Investor Relations section of Goodyear’s website at www.goodyear.com or at www.proxyvote.com.

If you are a holder of record and would like to revoke your householding consent and receive a separate copy of the Annual Report or Proxy Statement in the future, please contact Broadridge, either by calling toll free at(800) 542-1061 or

by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of the revocation of your consent.

Any shareholders of record who share the same address and currently receive multiple copies of Goodyear’s Annual Report and Proxy Statement who wish to receive only one copy of these materials per household in the future should contact Goodyear’s Investor Relations Department at the address or telephone number listed above to participate in the householding program.

A number of brokerage firms have instituted householding. If you hold your shares in “street name,” please contact your bank, broker or other holder of record to request information about householding.

Form 10-K

Goodyear will mail without charge, upon written request, a copy of Goodyear’s Annual Report onForm 10-K for the fiscal year ended December 31, 2016, including the Consolidated Financial Statements, schedules and list of exhibits, and any particular exhibit specifically requested. Requests should be sent to: The Goodyear Tire & Rubber Company, 200 Innovation Way, Akron, Ohio 44316-0001, Attn: Investor Relations. The Annual Report onForm 10-K is also available at www.goodyear.com.

Costs of Solicitation

The costs of soliciting proxies will be borne by Goodyear. Goodyear has retained D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005, to assist in distributing proxy materials and soliciting proxies for an estimated fee of $14,000, plus reimbursement of reasonableout-of-pocket expenses. D.F. King & Co. may solicit proxies from shareholders by mail, telephone or the internet. In addition, officers or other employees of Goodyear may, without additional compensation, solicit proxies in person or by telephone or the internet.

Submission of Shareholder Proposals and Nominations

If a shareholder desires to have a proposal included in the proxy materials of the Board of Directors for the 2018 Annual Meeting of Shareholders, such proposal shall conform to the applicable proxy rules of the Securities and Exchange Commission concerning the submission and content of proposals, includingRule 14a-8 under the Securities Exchange Act of 1934, as amended, and must be received by Goodyear prior to the close of business on November 10, 2017. If an eligible shareholder, or a group of up to 20 eligible shareholders, desires to have a candidate for election as a director included in the proxy materials of the Board of Directors (a “proxy access nominee”) for the 2018 Annual Meeting of Shareholders, such nomination shall conform to the applicable requirements set forth in Article II, Section 2A of the Company’s Code of Regulations and any applicable regulations of the Securities and Exchange Commission concerning the submission and content of proxy access nominations, and must be submitted to the Secretary at the principal executive offices of the Company not earlier than October 11, 2017 and not later than the close of business on November 10, 2017. In addition, if a shareholder intends to present a proposal or other business (not including a proposal submitted for inclusion in our proxy materials pursuant toRule 14a-8) or to nominate a candidate for election as a director (not including a proxy access nominee) at the 2018 Annual Meeting of Shareholders, the shareholder’s notice must be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Company not earlier than December 11, 2017 and not later than the close of business on January 10, 2018. If notice of a proposal or a director nomination is not received by the Company in accordance with the dates specified pursuant toRule 14a-8 or in the Code of Regulations, as the case may be, then the proposal or director nomination will be deemed untimely and we will have the right to exclude the proposal or director nomination from consideration at the meeting and/or to exercise discretionary voting authority and vote proxies returned to us with respect to such proposal or director nomination. Shareholder proposals or director nominations should be sent to the executive offices of Goodyear, 200 Innovation Way, Akron, Ohio 44316-0001, Attention: Office of the Secretary.

For a proposal or director nomination to be properly presented at an annual meeting of shareholders, a shareholder must comply with the deadlines described in the preceding paragraph, as well as all of the other requirements of the Code of Regulations. Goodyear reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal or director nomination that does not comply with these and other applicable requirements.

CORPORATE GOVERNANCE

PRINCIPLES AND BOARD MATTERS

Goodyear is committed to having sound corporate governance principles. Having such principles is essential to running Goodyear’s business efficiently and to maintaining Goodyear’s integrity in the marketplace. Goodyear’s Corporate Governance Guidelines, Business Conduct Manual, Board of Directors and Executive Officers Conflict of Interest Policy and charters for each of the Audit, Compensation, Corporate Responsibility and Compliance, Finance, and Governance Committees are available athttps://corporate.goodyear.com/en-US/investors/governance/documents-charters.html. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document. A copy of the committee charters and corporate governance policies may also be obtained upon request to the Goodyear Investor Relations Department.

CURRENT COMMITTEE MEMBERSHIP AND MEETINGS HELD DURING 20162019

Committees

Committees

Independent

Audit

Compensation

Corporate Responsibility & Compliance

Finance

Governance

Executive

Independent

Audit

Compensation

Corporate Responsibility & Compliance

Finance

Governance

Executive

Mr. Conaty

MEMBER

MEMBER

Mr. Firestone

MEMBER

CHAIR

MEMBER

MEMBER

CHAIR

MEMBER

Mr. Geissler

MEMBER

CHAIR

MEMBER

MEMBER

CHAIR

MEMBER

Mr. Hellman

CHAIR

MEMBER

MEMBER

CHAIR

MEMBER

MEMBER

Ms. Koellner

MEMBER

MEMBER

Ms. Koellner,Lead Director

MEMBER

MEMBER

CHAIR

Mr. Kramer

MEMBER

MEMBER

Mr. McColloughLead Director

MEMBER

MEMBER

CHAIR

Mr. McCollough

MEMBER

MEMBER

Mr. McGlade

CHAIR

MEMBER

MEMBER

CHAIR

MEMBER

MEMBER

Mr. Morell

MEMBER

MEMBER

Mr. Palmore

MEMBER

CHAIR

MEMBER

MEMBER

CHAIR

MEMBER

Ms. Siu

MEMBER

MEMBER

Ms. Streeter

MEMBER

MEMBER

MEMBER

MEMBER

Mr. Weidemeyer

MEMBER

MEMBER

MEMBER

MEMBER

Mr. Wessel

MEMBER

MEMBER

Number of Meetings in 2016

6

5

3

4

4

0

Mr. Williams

MEMBER

MEMBER

Number of Meetings in 2019

6

5

3

4

4

1

Board Structure and Committee Composition

As of the date of this Proxy Statement, Goodyear’s Board has thirteen directors, each elected annually, and the following six committees: (1) Audit, (2) Compensation, (3) Corporate Responsibility and Compliance, (4) Finance, (5) Governance, and (6) Executive. The current membership and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board, except for the Executive Committee which is provided for by our Code of Regulations. During 2016, the Board held eight meetings. Each director attended at least 75% of all Board and applicable Committee meetings. Directors are expected to attend annual meetings of Goodyear’s shareholders. All of the directors attended the last annual meeting of shareholders.

Communications with the Board

As described on Goodyear’s website athttps://corporate.goodyear.com/en-US/investors/governance/contact-board.html, shareholders may communicate with the Board or any of the directors (including the Lead Director or thenon-management directors as a group) by sending correspondence to the Office of the Secretary, The Goodyear Tire & Rubber Company, 200 Innovation Way, Akron, Ohio 44316-0001. All communications will be compiled by the Secretary and submitted to the Board or the individual directors on a periodic basis.

Audit Committee

Compensation Committee

Compensation Committee (continued)

Committee on Corporate Responsibility and Compliance

Finance Committee

Governance Committee

Executive Committee

Board Leadership Structure

Mr. Kramer serves as our Chairman of the Board, Chief Executive Officer and President and Mr. McColloughMs. Koellner was elected by the independent members of the Board to serve as our independent Lead Director.Director, effective June 30, 2019. The Board believes that the current Board leadership structure is the most appropriate for the Company and its shareholders at this time. The Board periodically reviews the Board leadership structure and the roles of the Chairman and independent Lead Director, taking into consideration the views expressed by our shareholders.

In order to ensure that the independent andnon-management members of the Board maintain proper oversight of management on behalf of our shareholders, the Board has an independent Lead Director who is elected annually by the independent members of the Board. The election of a Lead Director by the independent members of the Board demonstrates the Board’s continuing commitment to strong corporate governance, Board independence and the importance of the role of Lead Director.

Currently, the Board believes that having Mr. Kramer serve as Chairman best positions the Company to compete successfully and advance our shareholders’ interests. His extensive knowledge of the Company and the tire industry, gained through 1720 years of experience in positions of increasing authority including Chief Financial Officer and President, North America, is valuable to the Board in his role as Chairman. Mr. Kramer has provided strong and open leadership of the Board as the Company executes its strategy in a highly competitive industry that continues to be challenged by volatile global economic conditions. The current combination of the Chairman and CEO roles enhances the Company’s ability to coordinate the development, articulation and execution of a unified strategy at both the Board and management levels. The Board also believes that having Mr. Kramer serve as Chairman and CEO has facilitated the flow of information to, and discussion among, members of the Board regarding the Company’s business.

The Governance Committee believes that Mr. McColloughMs. Koellner is highly qualified to serve as our Lead Director and that heshe provides strong leadership of the independent andnon-management directors and diligently fulfills hisher duties as Lead Director.

Additional duties of our independent Lead Director are set forth in Annex II to our Corporate Governance Guidelines.

In addition to the clearly-delineated and comprehensive oversight responsibilities of our Lead Director, the independent directors have ample opportunity to, and regularly do, assess the performance of the CEO and provide meaningful direction to him. The Board has strong and effective independent oversight of management:

The Board’s policy is that, especially in our changing and challenging environment, it must retain the flexibility to determine the most effective Board leadership structure at any particular point in time. As a result, the Board has the responsibility to establish our leadership structure, including in connection with any CEO succession. Some of the factors that the Board has considered, and may consider in the future, in combining or separating the Chairman and CEO roles, include:

Board’s Role in Risk Oversight

Management continually monitors the material risks facing the Company, including competitive, strategic, operational, financial (accounting, liquidity and tax), legal, regulatory, operational and strategicenvironmental, social and governance risks. The Board as a whole has responsibility for oversight of management’s identification and management of, and planning for, those risks. Reviews of certain areas are conducted by relevant Board Committees that report their deliberations to the Board.

The Board and its Committees oversee risks associated with their principal areas of focus, as summarized below. The Board and its Committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board. Board oversight of risk is enhanced by the fact that the Lead Director and Chairman attend virtually all Committee meetings and that Committee reports are provided to the full Board following each Committee meeting. We believe that our leadership structure also enhances the Board’s risk oversight function since our Lead Director regularly discusses the material risks facing the Company with management. The Chairman is also expected to report candidly to his fellow directors on his assessment of the material risks we face, based upon the information he receives as part of his management responsibilities. Both the Lead Director and the Chairman are well-equipped to lead Board discussions on risk issues.

BOARD/COMMITTEE AREAS OF RISK OVERSIGHT

Corporate Responsibility

At Goodyear, corporate responsibility is an integral part of our business strategy. We maintain an industry-leading corporate responsibility program that strives for constant improvement, to the benefit of our shareholders, our associates, our customers, our suppliers, our communities and our environment.

The key focus areas of our corporate responsibility program include our people, our health, safety and wellness programs, our environmental stewardship, including our sustainability and product stewardship efforts, our innovations, and our community engagement programs. The Board’s Committee on Corporate Responsibility and Compliance oversees our corporate responsibility objectives and regularly monitors our progress towards achieving them. We are also active in discussing these objectives with our shareholders and soliciting their feedback on any areas of improvement.

Our Corporate Responsibility Report is usually published in the second quarter of each year. The chart below describes several of the key aspects of our corporate responsibility program. For more information on Goodyear’s commitment to corporate responsibility, please visitwww.goodyear.com/responsibility. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.

				Our People				Our Environment
		From supporting a team-based culture to encouraging health, safety and wellness, Goodyear strives to act with integrity, promote collaboration, be agile, energize the team and deliver results in all that we do. We employ about 66,000 associates around the world. We have reduced our total injury rate by 36% through 2015, compared to 2010. We have sponsored the formation of Employee Resource Groups to support our diversity and inclusion initiatives.				Sharing the planet responsibly with customers, employees, shareholders, communities and suppliers is the impetus behind key sustainability objectives at Goodyear. Our sustainable activities mirror this commitment. Zero waste to landfill from our manufacturing facilities. Since 2010, our baseline year, through 2015, we have reduced: •   Greenhouse gas emissions by more than 19%, exceeding our goal •   Water use by 23% •   Energy use by 15%, achieving our goal •   Solvent use by 38%.
				Our Innovative Products				Our Communities
		Innovation excellence drives our technological advances and enables us to create products and services that are valued and sought out by consumers and customers. Our solutions, such as low rolling resistance tires that help enable our customers to meet fuel economy standards and greenhouse gas emission goals, respond to the needs of an increasingly complex market and help to set us apart from the competition. We own approximately 5,500 patents worldwide. 21 Goodyear truck tire products that increase fuel efficiency and provide low rolling resistance have received SmartWay verification from the U.S. Environmental Protection Agency as of the end of 2015.				Goodyear has a long history of supporting its communities around the world. We strive to build and support collaborative programs that create positive outcomes for people, communities and the world around us. Our Highway Hero program recognizes truck drivers who have saved lives on the road. Our iconic Goodyear Blimp supports the fundraising efforts of local charities.

Consideration of Director Nominees

The policy of the Governance Committee is towill consider properly submitted shareholder nominations of candidates for membership on the Board as described below under “Identifying and Evaluating Nominees for Director.” In evaluating such nominations, the Governance Committee seeks to address the criteria described below under “Director Selection Guidelines.”

Any shareholder desiring to submit a proposed candidate for consideration by the Governance Committee should send the name of suchthe proposed candidate, together with biographical data and background information concerning the candidate, to the Office of the Secretary, The Goodyear Tire & Rubber Company, 200 Innovation Way, Akron, Ohio 44316-0001.

Director Selection Guidelines

The Board of Directors has approved guidelines for selecting directors as part of our Corporate Governance Guidelines. Criteria considered in the selection of directors include:

Identifying and Evaluating Nominees for Director

The Governance Committee is responsible for identifying, screening and recommending persons for nomination to the Board. The Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. On occasion, the Committee may also retainretains third-party executive search firms to identify candidates. In addition, under our prior master labor agreement with the United Steelworkers (the “USW”), the USW had the right to nominate a candidate for consideration for membership on the Board. Mr. Wessel, who became a director in December 2005, was identified and recommended by the USW. Ms. Siu was initially identified as a potential candidate for Board membership by a third-party search firm.

Once a prospective nominee has been identified, the Committee makes an initial determination on whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members and the likelihood that the prospective nominee can satisfy the director selection guidelines described above. If the Committee determines, in consultation with the Chairman of the Board, the Lead Director and other Board members as appropriate, that additional consideration is warranted, it may request a third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings to the Committee. The Committee then evaluates the prospective nominee against the standards and qualifications set out in Goodyear’s director selection guidelines. The Committee also considers such other relevant factors as it deems appropriate, including the balance of management and independent directors and the evaluations of other prospective nominees. As described above under “Director Selection Guidelines,” diversity is among the many factors that the Committee considers in evaluating prospective nominees. We consider the members of our Board to have a diverse set of business and personal experiences, backgrounds and expertise, and to be diverse in terms of age, gender and ethnicity.

In connection with this evaluation, the Committee determines whether to interview the prospective nominee, and if warranted, the Lead Director, the Chairman of the Committee, one or more other members of the Committee and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Committee makes a recommendation to the full Board as to the persons who should be electednominated for election to the Board, and the Board makes its decision after considering the recommendation and report of the Committee.

Board Structure and Committee Composition

As of the date of this Proxy Statement, Goodyear’s Board has thirteen directors, each elected annually, and the following six committees: (1) Audit, (2) Compensation, (3) Corporate Responsibility and Compliance, (4) Finance, (5) Governance, and (6) Executive. The current membership and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board, except for the Executive Committee which is provided for by our Code of Regulations. During 2019, the Board held eight meetings. Each director attended at least 75% of all Board and applicable Committee meetings. Directors are expected to attend annual meetings of Goodyear’s shareholders. All of the directors attended the last annual meeting of shareholders.

Audit Committee

Compensation Committee

Compensation Committee (continued)

Committee on Corporate Responsibility and Compliance

Finance Committee

Governance Committee

Executive Committee

Corporate Responsibility

Goodyear has a longstanding commitment to corporate responsibility. We listen and respond to market trends; customer needs; supplier and partner capabilities; and investor interests and are focusing on expanding our corporate responsibility transparency in response to stakeholder requests. Our corporate responsibility framework, Goodyear Better Future, illustrates our high-priority environmental, social and governance topics.

Goodyear’s Board Committee on Corporate Responsibility and Compliance oversees our corporate responsibility objectives and regularly monitors our progress towards achieving them. Our Vice President, Global Environmental, Health, Safety and Sustainability meets with the Committee annually to align and review our strategy, goals and progress.

We recently launched our Goodyear Better Future corporate responsibility governance structure to better enhance transparency, alignment and communication on high-priority topics, corporate strategy and stakeholder interests at all levels of the organization.

The Better Future Steering Committee is responsible for ensuring functional goals are established and aligned with corporate strategy for Goodyear’s high-priority topics and for advancing our communications to external stakeholders.

The Better Future Working Group is made up of the program managers of each of our high-priority topics. Members are responsible for developing goals and targets for each topic, ensuring leadership alignment to commitments, and regularly sharing updates to enhance cross-functional collaboration.

The Better Future Associate Council is a cross-functional group of associates that identify and implement location-specific initiatives aligned to our high-priority topics. We recently launched the Akron council and plan to expand to other Goodyear locations globally in coming years.

Collectively, this governance structure is helping to grow internal awareness and engagement around Goodyear Better Future initiatives while enhancing our communication to key stakeholders.

In Goodyear’s Strategy Roadmap, we address the importance of developing great products and services that anticipate and respond to the needs of customers and consumers while building the value of our brand and focusing on our quality and efficiency. Our Goodyear Better Future framework supports our Strategy Roadmap, summarizing what we believe and where we will focus. The pillars of our Better Future framework are highlighted below, along with key metrics and updates for each pillar.

Our Corporate Responsibility Report is typically published in the second quarter of each year. For more information on Goodyear’s commitment to corporate responsibility, please visitwww.goodyear.com/responsibility. Please note, however, that information contained on the website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.

Communications with the Board

As described on Goodyear’s website athttps://corporate.goodyear.com/en-US/investors/governance/contact-board.html, shareholders may communicate with the Board or any of the directors (including the Lead Director or thenon-management directors as a group) by sending correspondence to the Office of the Secretary, The Goodyear Tire & Rubber Company, 200 Innovation Way, Akron, Ohio 44316-0001. All communications will be compiled by the Secretary and submitted to the Board or the individual directors on a periodic basis.

Board Independence

The Board has determined that eleventen of the thirteentwelve director nominees are independent within the meaning of Goodyear’s independence standards, which are based on the criteria established by The NASDAQNasdaq Stock Market and are included as Annex I to Goodyear’s Corporate Governance Guidelines. Mr. Kramer, our Chairman of the Board, Chief Executive Officer and President, is not considered independent. In addition, in light of his relationship with the USW, Mr. Wessel is not considered independent. Further, the Board expects that Mr. Wessel will recuse himself from discussions and deliberations regarding Goodyear’s relationship with the USW. The Board also determined that the nature and size of the ordinary course commercial relationships between Goodyear and XeroxParker-Hannifin Corporation and between Goodyear and Cisco Systems, Inc. did not impair the independence of Mr. Firestone.Williams or Ms. Siu, respectively. The relationship wasrelationships were de minimis, constituting approximatelyless than threeone-tenthone-hundredths of one percent (0.1%(0.03%) of either Goodyear’s or Xerox’sParker-Hannifin’s consolidated gross revenues in the currentmost recent fiscal year and eachconstituting less than one one-hundredth of one percent (0.01%) of either Goodyear’s or Cisco Systems’ consolidated gross revenues in the last three completedmost recent fiscal years. Mr. Firestone retired from Xerox on October 31, 2016.year.

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board of Directors has selected the following thirteentwelve nominees recommended by the Governance Committee for election to the Board of Directors. The directors will hold office from their election until the next Annual Meeting of Shareholders, or until their successors are elected and qualified. If any of these nominees for director becomes unavailable, the persons named in the proxy intend to vote for an alternate designated by the current Board of Directors.

Mr. Thomas H. Weidemeyer was not nominated forWilliam J. Conatyre-election

to the Board of Directors due to the retirement age provisions of Goodyear’s Corporate Governance Guidelines. Mr. Weidemeyer will be retiring from the Board at the Annual Meeting after 15 years of distinguished service. Goodyear and the Board of Directors are deeply grateful to Mr. Weidemeyer for his leadership and guidance during his tenure on the Board.

James A. Firestone

		Director Since: December 3, 2007     Committees: Audit Finance (Chairman) Executive     Age:6265				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Executive Vice President and President, Corporate Strategy and Asia Operations of Xerox Corporation   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Firestone was Executive Vice President and President, Corporate Strategy and Asia Operations of Xerox Corporation from January 2014 until his retirement on October 31, 2016. Mr. Firestone was President, Corporate Operations from October 2008 to December 2013 and President of Xerox North America from October 2004 to September 2008. Before joining Xerox in 1998, Mr. Firestone worked for IBM Corporation as general manager of the Consumer Division and for Ameritech Corporation as president of Consumer Services. He began his business career in 1978 with American Express, where during his15-year tenure he ultimately rose to President, Travelers Cheques.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2012:2015: None   The Nomura Partners Fund (2005 – 2014)   Mr. Firestone has extensive executive management experience in positions of increasing responsibility, including most recently as a senior executive officer of Xerox Corporation, which is of similar size and global complexity as Goodyear. He also has over 20 years of profit and loss management responsibility, as well as significant international business experience. These experiences provide him with unique and valuable insights as a director of Goodyear, particularly with respect to operations and finance matters.

Werner Geissler

		Director Since: February 21, 2011     Committees: Audit Corporate Responsibility and Compliance (Chairman) Executive     Age:6366				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Vice Chairman, Global Operations of The Procter & Gamble Company Operating Partner of Advent International   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Geissler was Vice Chairman, Global Operations of The Procter & Gamble Company from August 2007 until his retirement on December 31, 2014, and was Group President, Central & Eastern Europe, Middle East and Africa from July 2004 to July 2007. He joined Procter & Gamble in 1979 and held positions of increasing responsibility in various brand and general management and operations roles in Europe, the Middle East, Central Asia, Japan, Africa and the United States.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2012:2015:   Philip Morris International Inc. (2015 (2015 – present)   Mr. Geissler, a native of Germany, has deep executive management experience, including as a senior executive officer of Procter & Gamble, where he oversaw Procter & Gamble’s extensive worldwide business operations. He has significant international business experience and profit and loss management responsibility. These experiences provide him with valuable insights as a director of Goodyear, particularly with respect to consumer marketing and international, operations and finance matters.

Peter S. Hellman

		Director Since: October 5, 2010     Committees: Audit (Chairman) Finance Executive     Age:6770				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly President and Chief Financial and Administrative Officer of Nordson Corporation   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Hellman retired from Nordson Corporation, a designer, manufacturer and marketer of industrial equipment, in 2008 after a career of over 20 years with large, multinational companies in both financial and operating executive positions. Mr. Hellman was President and Chief Financial and Administrative Officer of Nordson Corporation from 2004 to January 2008 and Executive Vice President and Chief Financial and Administrative Officer from 2000 to 2004. Prior to joining Nordson in 2000, Mr. Hellman was with TRW Inc. for 10 years and held various positions, including President and Chief Operating Officer and Chief Financial Officer. Mr. Hellman also serves on the boards of several nonprofit organizations.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2012:2015:   Baxter International Inc. (2005 – present) Owens-Illinois,O-I Glass, Inc. (2007 – present)   Mr. Hellman has significant financial reporting expertise due to his service as a Chief Financial Officer at both Nordson and TRW, providing him with the necessary skills to be Chairman of our Audit Committee, where he also qualifies as an “audit committee financial expert.” He also has extensive operational experience at both companies. In addition, Mr. Hellman has served on public company boards for over 20 years. Through his board and management experience, Mr. Hellman also has significant experience with corporate governance practices and legal and regulatory compliance issues. Mr. Hellman’s financial and operating experience, business leadership skills and board experience enable him to provide valuable contributions as a Goodyear director.

Laurette T. Koellner

Richard J. Kramer