GOOD YEAR Notice of 2019 Annual Meeting of Shareholders and Proxy Statement APRIL 8, 2019 AKRON, OHIO

INNOVATION EXCELLENCE Develop great products and services that anticipate and respond to the needs of consumers SALES & MARKETING EXCELLENCE Build the value of our brand, help our customers win in their markets, and become consumers' preferred choice OPERATIONAL EXCELLENCE Relentlessly improve our quality and efficiency to deliver the right tire, to the right place, at the right time for the right cost Winning at the intersection is the key to success HOW WE'LL WIN

BOARD TENURE 11-15 years 4 average tenure 8.1 years 6-10 years 6 3 0-5 years independence 11 11 are independent diversity 3 3 are diverse

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.

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 20182019

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 1920 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, strategic, financial (accounting, liquidity and tax), legal, regulatory, and regulatoryenvironmental, 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

Consideration of Director Nominees

The Governance Committee will consider properly submitted shareholder nominations of candidates for membership on the Board as described below under “Identifying and Evaluating Nominees for Director.” In evaluating 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 the 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 also retains 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. Mr. WilliamsMs. Siu was initially identified as a potential candidate for Board membership by management.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 nominated 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 2018,2019, the Board held seveneight 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 is proud of itshas a longstanding commitment to corporate responsibility. Our associates strive for continuous improvement in all areas ofWe listen and respond to market trends; customer needs; supplier and partner capabilities; and investor interests and are focusing on expanding our corporate responsibility for the benefit oftransparency in response to stakeholder requests. Our corporate responsibility framework, Goodyear Better Future, illustrates our customers, suppliers, communitieshigh-priority environmental, social and investors, as well as the environment.governance topics.

Goodyear’s Board Committee on Corporate Responsibility and Compliance oversees our corporate responsibility objectives and regularly monitors our progress towardtowards 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 also actively discuss these objectivesrecently 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 investorscorporate 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 stakeholders, soliciting their feedback on any areas where they would likeGoodyear locations globally in coming years.

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

In 2018,Goodyear’s Strategy Roadmap, we conducted an assessment, following an earlier assessment in 2014, to review corporate responsibility topicsaddress the importance of developing great products and services that are high prioritiesanticipate and respond to the companyneeds of customers and its stakeholdersconsumers while building the value of our brand and to highlight opportunitiesfocusing 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 ongoing improvement. Our Corporate Responsibility Strategy has been refreshed based on this assessment.each pillar.

Progress on this strategy, shown below, is the basis for our annual Corporate Responsibility Report. Areas of focus include Sustainable Sourcing, Responsible Operations, Advanced Mobility and Inspiring Culture.

CORPORATE RESPONSIBILITY STRATEGY AND 2018 HIGHLIGHTS

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.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 Nasdaq 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 Parker-Hannifin Corporation and between Goodyear and Cisco Systems, Inc. did not impair the independence of Mr. Williams.Williams or Ms. Siu, respectively. The relationship wasrelationships were de minimis, constituting less than threeone-hundredths of one percent (0.03%) of either Goodyear’s or Parker-Hannifin’s consolidated gross revenues in the most recent fiscal year and constituting less than one one-hundredth of one percent (0.01%) of either Goodyear’s or Cisco Systems’ consolidated gross revenues in the most recent fiscal 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 forre-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:6465				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, 2014:2015: 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:6566				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, 2014:2015:   Philip Morris International Inc. (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:6970				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, 2014:2015:   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

W. Alan McCollough

				Director Since: April 10, 2007           Lead Director Committees: Compensation Governance       Executive (Chairman)     Age:6970				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Chairman and Chief Executive Officer of Circuit City Stores, Inc.   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. McCollough joined Circuit City Stores, Inc., a consumer electronics retailer, in 1987 as general manager of corporate operations, and was named assistant vice president in 1989, president of central operations in 1991, and senior vice president of merchandising in 1994. He served as President and Chief Operating Officer from 1997 to 2000 and as President and Chief Executive Officer from 2000 to 2002. Mr. McCollough was elected Chairman, President and Chief Executive Officer of Circuit City in 2002 and served in those capacities until 2005. He remained Chief Executive Officer until February 2006 and Chairman until his retirement in June 2006. Prior to joining Circuit City, Mr. McCollough held several positions of increasing responsibility with Milliken & Company.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2014:2015:   La-Z-Boy Inc. (2007 – present) VF Corporation (2000 – present)   Mr. McCollough has extensive senior executive management experience, particularly in operations and consumer merchandising and marketing. His experience as Chairman and Chief Executive Officer of Circuit City provides him with the necessary skills to be Lead Director. Mr. McCollough’s past service as Chairman of Circuit City, as well as his current service on other public company boards of directors, provides us with important perspectives on corporate governance and executive compensation matters.

John E. McGlade

				Director Since: December 5, 2012     Committees: Compensation (Chairman) Governance Executive     Age:6566				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc.   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. McGlade was Chairman, President and Chief Executive Officer of Air Products and Chemicals, Inc., a global provider of atmospheric, process and specialty gases, from March 2008 until his retirement on July 1, 2014. He joined Air Products in 1976 and held various positions of increasing responsibility, including as Group Vice President, Chemicals Group, and President and Chief Operating Officer.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2014:2015:   Bunge Limited (2014 – present) Air Products and Chemicals, Inc. (2007 – 2014)December 2019)   Mr. McGlade has strong leadership skills and extensive management, international and operating experience, including as Chief Executive Officer of Air Products. He has also had responsibility for the environment, health, safety and quality function during his career at Air Products. These experiences provide him with unique and valuable insights as a director of Goodyear, particularly with respect to operations matters.

Michael J. Morell

Roderick A. Palmore

Hera K. Siu

Stephanie A. Streeter

				Director Since: October 7, 2008     Committees: Compensation Governance     Age:6162				CURRENT PRINCIPAL OCCUPATION:   Retired. Formerly Chief Executive Officer of Libbey Inc.   DESCRIPTION OF BUSINESS EXPERIENCE:   Ms. Streeter was Chief Executive Officer of Libbey Inc., a producer of glass tableware products, from August 2011 until January 11, 2016. Previously, Ms. Streeter was with Banta Corporation, a provider of printing and supply chain management services, serving as President and Chief Operating Officer beginning in January 2001, and was elected Chief Executive Officer in 2002 and Chairman in 2004. She served as Chairman, President and Chief Executive Officer of Banta until its acquisition by R.R. Donnelley & Sons in 2007. Ms. Streeter also spent 14 years with Avery Dennison Corporation in a variety of product and business management positions, including as Group Vice President of Worldwide Office Products from 1996 to 2000.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2014:2015:   Kohl’s Corporation (2007 – present) Western Digital Corporation (November 2018(2018 – present) Libbey Inc. (2011 – 2016) Olin Corporation (July 2018(2018 – January 2019)   Ms. Streeter has extensive senior executive management experience. Her experiences as Chief Executive Officer of Libbey, as Chairman, President and Chief Executive Officer of Banta and at Avery Dennison provide Ms. Streeter with an understanding of the operations and performance of public companies. Ms. Streeter’s service on several public company and nonprofit boards of directors also provide us with important insights on practices across a variety of industries.

Thomas H. Weidemeyer

Michael R. Wessel

				Director Since: December 6, 2005     Committees: Corporate Responsibility and Compliance     Age:5960				CURRENT PRINCIPAL OCCUPATION:   President of The Wessel Group Incorporated   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Wessel has served as President of The Wessel Group Incorporated, a government and political affairs consulting firm, since May 2006. Prior to founding The Wessel Group, he served as Senior Vice President of the Downey McGrath Group, a government affairs consulting firm, from March 1999 to December 2005 and as Executive Vice President from January 2006 to April 2006.   Mr. Wessel is an attorney with over 30 years of experience as an economic and international trade policy advisor in Washington, D.C. Mr. Wessel has acted as an advisor to Congressman Richard Gephardt, both in the U.S. House of Representatives and to his presidential campaigns in1987-88 and2003-04, to the Clinton/Gore Transition		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2014:2015:   None   Office in 1992 and 1993, and to Senator John Kerry’s presidential campaign in 2004. Mr. Wessel also serves as a Commissioner on the U.S.-China Economic and Security Review Commission, a position he has held since April 2001.   Mr. Wessel’s extensive experience with public policy matters and his government service, including as an advisor to former Majority Leader Gephardt and as an appointee on government commissions, provides us with valuable perspectives on public policy matters impacting trade, international economic affairs and other matters of importance to Goodyear.

Thomas L. Williams

				Director Since: February 26, 2019     Committees:       NoneAudit Corporate Responsibility and Compliance     Age:6061				CURRENT PRINCIPAL OCCUPATION:   Chairman of the Board and Chief Executive Officer of Parker-Hannifin Corporation   DESCRIPTION OF BUSINESS EXPERIENCE:   Mr. Williams is the Chairman of the Board and Chief Executive Officer of Parker-Hannifin Corporation, a leading worldwide diversified manufacturer of motion and control technologies and systems. He has served as Chief Executive Officer of Parker since February 2015 and Chairman of the Board of Parker since January 2016. From August 2008 to February 2015, Mr. Williams was Executive Vice President and Operating Officer of Parker. Mr. Williams joined Parker in 2003 as Vice President of Operations – Hydraulics Group and became President – Instrumentation Group in 2005 and Senior Vice President – Operating Officer in 2006. Prior to joining Parker, Mr. Williams was employed by General Electric Company for 22 years, where he held various executive operating positions for four different business groups: GE Capital, Aviation, Lighting and Transportation.		OTHER PUBLIC COMPANY DIRECTORSHIPS HELD SINCE JANUARY 1, 2014:2015:   Parker-Hannifin Corporation (2015 – present) Chart Industries, Inc. (2008 – present)May 2019)   Mr. Williams has over 30 years of international operations experience and particular expertise on complex and cyclical businesses, as well as extensive knowledge of manufacturing, distribution, logistics and innovation, through his service in executive-level positions at both Parker and General Electric. He also has a track record of focusing on safety and sustainability. As a global manufacturer, we believe that Mr. Williams will provide valuable perspectives in these areas as a director of Goodyear. Mr. Williams’ service as a sitting Chief Executive Officer of a publicly traded company will also enhance the knowledge and functioning of the Board.Board and qualifies him to be an “audit committee financial expert.”

Your Board of Directors unanimously recommends that shareholders vote FOR each of the nominees for director named in this Proxy Statement (Proposal 1).

PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are seeking your vote to approve, on an advisory (ornon-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

Our Compensation Discussion and Analysis (“CD&A”), which starts on page 21,22, describes our executive compensation program. We encourage you to read the CD&A before casting your vote.

The advisory resolution below, commonly known as a“say-on-pay” proposal, gives you the opportunity to express your views on our executive compensation program for our named executive officers. The“say-on-pay” proposal is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation policies, practices and plans described in this Proxy Statement.

The resolution is required by Section 14A of the Securities Exchange Act of 1934. The resolution is not intended to indicate your approval of the matters disclosed under the heading “Risks Related to Compensation Policies and Practices” or future “golden parachute” payments. We will seek shareholder approval of any “golden parachute” payments at the time of any transaction triggering those payments to the extent required by applicable law.

We ask you to vote “FOR” the following resolution which will be presented by the Board of Directors at the Annual Meeting:

“RESOLVED, that the shareholders of The Goodyear Tire & Rubber Company approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company’s Proxy Statement for the 20192020 Annual Meeting of Shareholders.”

Although this proposal is an advisory vote that will not be binding on the Compensation Committee or the Board of Directors, the Compensation Committee will consider the results of this shareholder advisory vote and the changes, if any, to our executive compensation policies, practices and plans that may be warranted as a result of this vote. The Board of Directors has determined, consistent with the shareholders’ vote on the matter in 2017, to hold an advisory vote regarding the compensation of our named executive officers every year until the next vote on the frequency of such advisory votes, which is currently expected to occur at the 2023 Annual Meeting of Shareholders.

Your Board of Directors unanimously recommends that shareholders vote FOR the advisory resolution to approve the compensation of our named executive officers (Proposal 2).

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

Introduction

This Compensation Discussion and Analysis describes the Company’s executive compensation philosophy and programs, focusing in particular on the Compensation Committee’s decisions about named executive officers (“NEOs”) in 2018.2019.

OUR NEOS FOR 20182019 ARE:

Table of Contents