UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

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Table of Contents

TABLE OF CONTENTS
(continued)

at the Annual Meeting to be a ratification by the stockholders of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.2019. As a result, abstentions will have the same effect as a vote cast against the proposal. As a routine matter, we do not expect “broker non-votes” with respect to this proposal.

Agenda Item 3. Although the advisory vote to approve named executive officer compensation is non-binding, the advisory vote allows our stockholders to express their opinions regarding named executive officer compensation. The Board will consider the affirmative vote of a majority of the shares of Common Stock having voting power present in person or represented by proxy at the Annual Meeting as approval of the compensation of the Company’s named executive officers for fiscal 2015.2018. Abstentions are counted as votes against and “broker non-votes” are not counted for purposes of the advisory vote to approve named executive officer compensation. As a result, if you own shares through a bank, broker-dealer, or similar organization, you must instruct your bank, broker-dealer, or other similar organization to vote in order for them to vote your shares.

Proxy Matters

Stockholders may vote by completing, properly signing, and returning the accompanying proxy card, or by attending and voting at the Annual Meeting. If you properly complete and return your proxy card in time to vote, your proxy (one of the individuals named in the proxy card) will vote your shares as you have directed. If you sign and return the proxy card but do not indicate specific choices as to your vote, your proxy will vote your shares (i) to elect the nominees listed under “Nominees for Director,” (ii) for the ratification of the selection of the Company’s independent registered public accounting firm and (iii) for approval of the compensation of the Company’sCompany's named executive officers for fiscal year 2015.

2018. Stockholders of record and participants in certain defined contribution plans sponsored by the Company (see below) may also vote by using a touch-tone telephone to call 1-800-690-6903, or by the Internet by accessing the following website:http://www.proxyvote.com.

Voting instructions, including your stockholder account number and personal proxy control number, are contained on the accompanying proxy card. You will also use this accompanying proxy card if you are a participant in the following defined contribution plans sponsored by the Company:

·

Those stockholders of record who choose to vote by telephone or Internet must do so no later than 11:59 p.m., Eastern Daylight Time, on May 5, 2016.2, 2019. All voting instructions from participants in the defined contribution plans sponsored by the Company and listed above must be received no later than 5:0011:59 p.m., Eastern Daylight Time, on May 4, 2016.

April 30, 2019.

A stockholder may revoke a proxy by filing a notice of revocation with the Secretary of the Company, or by submitting a properly executed proxy card bearing a later date. A stockholder may also revoke a previously executed proxy (including one submitted by Internet or telephone) by attending and voting at the Annual Meeting, after requesting that the earlier proxy be revoked. Attendance at the Annual Meeting, without further action on the part of the stockholder, will not operate to revoke a previously granted proxy card. If the shares are held in the name of a bank, broker or other holder of record, the stockholder must obtain a proxy executed in his or her favor from the holder of record to be able to vote at the Annual Meeting.

AGENDA ITEM 1

ELECTION OF DIRECTORS

In accordance with the Restated Certificate of Incorporation of the Company, the Board of Directors has fixed the total number of Directors to be elected at the Annual Meeting at nine.ten. All nineten of our Directors standing for reelection have a term that expires at this Annual Meeting and each has consented to stand for reelection. At this Annual Meeting, nineten Directors are being elected to serve for a term of office that will expire at the Annual Meeting of Stockholders in 2017.2020. In the event that any of the nominees becomes unavailable to serve as a Director before the Annual Meeting, the Board of Directors may designate a new nominee, and the persons named as proxies will vote for that substitute nominee.

The Board of Directors recommends that stockholders vote FOR the nineten nominees for Director.

NOMINEES FOR DIRECTOR

	ROY V. ARMES	THOMAS P. CAPO Non-Executive Chairman of the Board
		Chief Executive Officer, and President
	Mr. Armes, age 63, has served as Chief Executive Officer and President of the Company since January 2007 and as Chairman of the Board since December 2007. He was previously employed at Whirlpool Corporation, a manufacturer and marketer of major home appliances, for 31 years, where he gained experience in engineering, manufacturing, global procurement, and international operations management. Mr. Armes also developed a successful track record at Whirlpool Corporation of developing customer relationships and consumer-oriented products. During his career at Whirlpool Corporation, Mr. Armes served in positions including: Senior Vice President, Project Management Office; Corporate Vice President and General Director, Whirlpool Mexico; Corporate Vice President, Global Procurement Operations; President/Managing Director, Whirlpool Greater China; Vice President, Manufacturing Technology, Whirlpool Asia (Singapore); and Vice President, Manufacturing & Technology, Refrigeration Products, Whirlpool Europe (Italy). Mr. Armes is also a director of AGCO Corporation. Mr. Armes has a B.S. in Mechanical Engineering from The University of Toledo. As previously disclosed, Mr. Armes intends to retire from the Company effective August 31, 2016. Mr. Armes’ education, board member experience, and business management experience in manufacturing, technology, and sales and marketing, including eight years of international business experience, qualify him to continue serving as a member of the Board of Directors.
	Director Since	2007

	THOMAS P. CAPO	Former Chairman of the Board
		Dollar Thrifty Automotive Group, Inc.
	Mr. Capo, age 65,68, served as Chairman of the Board of Dollar Thrifty Automotive Group, Inc., a vehicle rental company, from October 2003 to November 2010. Mr. Capo was a Senior Vice President and Treasurer of DaimlerChrysler Corporation, an automobile manufacturer, from November 1998 until August 2000. From November 1991 to October 1998, he was Treasurer of Chrysler Corporation, an automobile manufacturer. Prior to holding these positions, Mr. Capo served as Vice President and Controller of Chrysler Financial Corporation, a finance company. Mr. Capo currently serves as a director of Lear Corporation, and, until its sale in November 2012, he served as a director of Dollar Thrifty Automotive Group, Inc. Mr. Capo has a B.S. in Accounting and Finance, an M.A. in Economics, and an M.B.A. in Finance, each from the University of Detroit Mercy. Mr. Capo’sCapo's public company board and committee experience, including at the board chairman level, executive management and leadership experience, especially in finance, treasury, capital markets, M & A, strategy development, capital restructuring, financial reporting and compliance, including his service as a public company treasurer and controller, and education qualify him to continue serving as a member of the Board of Directors.
	Director Since 2007

	2007
	STEVEN M. CHAPMAN	Group Vice President,
		China and Russia
		Cummins, Inc.
	Mr. Chapman, age 62, is65, has served as Group Vice President, China and Russia, for Cummins, Inc. since 2009. Cummins designs, manufactures, and markets diesel engines and related components and power systems. Mr. Chapman has been with Cummins since 1985 and served in various capacities, including as Group Vice President, Emerging Markets & Businesses, President of Cummins’ International Distribution Business, Vice President of International, and Vice President of Southeast Asia and China. Mr. Chapman graduated from St. Olaf College with a B.A. in Asian Studies and from Yale University with a M.P.P.M. in Management. Mr. Chapman’s education, board member experience, and business management experience in operations and international operations qualify him to continue serving as a member of the Board of Directors.
	Director Since	2006

NOMINEES FOR DIRECTOR (Cont)

	SUSAN F. DAVIS	Former Executive Vice President
		Asia-Pacific Region for Johnson Controls
	Ms. Davis, age 62, has65, served as Executive Vice President of the Asia-Pacific Region for Johnson Controls since 2015.from September 2015 until her retirement in October 2016. Johnson Controls is a globally diversified technology and industrial leader serving customers in more than 150 countries. Ms. Davis has served in positions of increasing responsibility within Johnson Controls. She was named Vice President of Organizational Development in 1993. The following year, she was appointed Corporate Vice President of Human Resources and was named Executive Vice President of Human Resources in 2005. She was named Executive Vice President & Chief Human Resources Officer in 2012. She joined the company in 1985, following its acquisition of Hoover Universal, where she began her career in 1983 as a strategic planner for the automotive seating and plastics machinery business. Ms. Davis holds a Master of Business Administration (MBA) degree from the University of Michigan. She graduated magna cum laude with a Master of Arts degree and magna cum laude with a Bachelor of Arts, both from Beloit College. She holds a Master of Business Administration (MBA) degree from the University of Michigan. Ms. Davis currently serves as director of Quanex Corporation, and vice chair of the Human Resources Policy Association.as an advisor to Colorado State University. Ms. Davis’Davis’s education, board member experience, and business management experience qualify her to continue serving as a member of the Board of Directors.
	Director Since 2016

KATHRYN P. DICKSON Former Senior Vice President Mattel, Inc. and President, American Girl Ms. Dickson, age 54, served as Senior Vice President for Mattel, Inc., a global learning, development and play company, and President of its American Girl subsidiary from February 2016 through December 2018. Prior to Mattel, Ms. Dickson served as Chief Marketing Officer for News America Marketing, Inc., a consumer focused marketing business, from February 2015 to February 2016. Prior to News America Marketing, Inc., Ms. Dickson served in various capacities, over more than 23 years, at General Mills, Inc., a global manufacturer and marketer of branded consumer foods, including as Vice President, Marketing Excellence and Vice President for global General Mills brands. Ms. Dickson holds a bachelor's degree in management from the United States Air Force Academy and a Master of Business Administration (MBA) from the University of California, Los Angeles. She served in the Air Force as a Captain. Ms. Dickson’s education, business management and marketing experience qualify her to continue serving as a member of the Board of Directors. Director Since 2018

NOMINEES FOR DIRECTOR (Cont)

	JOHN J. HOLLAND	President
		Greentree Advisors LLC
	Mr. Holland, age 66,69, has served as President of Greentree Advisors LLC since 2005. Greentree Advisors LLC provides business advisory services. Mr. Holland served as President of The International Copper Association (ICA) from 2012 to 2015. The ICA is a marketing and trade organization for the global copper industry. Mr. Holland served as President, Chief Operating Officer, and Chief Financial Officer of MMFX Technologies Corporation from September 2008 until October 2009. MMFX Technologies is an inventor and manufacturer of nano technology steel. Prior to that, he was Executive Vice President and Chief Financial Officer of Alternative Energy Sources, Inc., an ethanol producer, from August 2006 until June 2008. Mr. Holland previously was employed by Butler Manufacturing Company, a producer of pre-engineered building systems, supplier of architectural aluminum systems and components, and provider of construction and real estate services for the non-residential construction market, from 1980 until his retirement in 2004. Prior to his retirement from Butler, Mr. Holland served as Chairman of the Board from 2001 to 2004, as Chief Executive Officer from 1999 to 2004, and as President from 1999 to 2001. Mr. Holland is also a director of SAIA, Inc., (formerly SCS Transportation, Inc.) and NCI Buildings Systems Inc. Mr. Holland holds B.S. and M.B.A.MBA degrees from the University of Kansas. Mr. Holland’s education, board member experience, and business management experience in operations and accounting, including his service as a chief executive officer and chief financial officer, qualify him to continue serving as a member of the Board of Directors.
	Director Since	2003

NOMINEES FOR DIRECTOR (CONT.)
	JOHN F. MEIER	Former Chairman of the Board
		and BRADLEY E. HUGHES President & Chief Executive Officer
		Libbey Inc.
	Mr. Meier,Hughes, age 68,57, has served as Chairman of the Board andPresident & Chief Executive Officer of Libbey Inc., a producer of glass tablewaresince September 2016. He previously served the Company as Senior Vice President and china,Chief Operating Officer from June 1993 untilJanuary 2015 to September 2016; Senior Vice President and President-International Tire Operations from July 2011. Mr. Meier served as Chairman of the Board of Applied Industrial Technologies, an industrial distributor,2014 to January 2015; Senior Vice President and Chief Financial Officer from September 2014 to December 2011 through October2014; Senior Vice President, Chief Financial Officer and Treasurer from July 2014 to September 2014; Vice President, Chief Financial Officer and Treasurer from November 2013 to July 2014 and continuesVice President and Chief Financial Officer from November 2009 to serve on that company’s Board.November 2013. Mr. Meier receivedHughes was previously employed at Ford Motor Co. where he worked as Global Product Development Controller for Ford in Dearborn, Michigan; as Finance Director for Ford's South America Operations in Sao Paulo, Brazil; as Director of European Business Strategy and Implementation, Cologne, Germany; as European Manufacturing Controller, Cologne, Germany; and in other corporate finance and treasury positions. Mr. Hughes has a B.S. degreeB.A. in Business Administrationbusiness from WittenbergMiami University and an M.B.A. degreeMBA from Bowling Green State University. He is trustee emeritusthe University of Wittenberg University.Michigan. Mr. Meier’sHughes’s education, board member experience,extensive knowledge of the Company, international operations and business management experience including his service as a chief executive officer, qualify him to continue serving as a member of the Board of Directors.
	Director Since 2016

NOMINEES FOR DIRECTOR (Cont)

1997 TRACEY I. JOUBERT Chief Financial Officer Molson Coors Brewing Company Ms. Joubert, age 52, has served as Chief Financial Officer of Molson Coors Brewing Company since 2016. Molson Coors is a leading global brewer. Ms. Joubert was Executive Vice President and Chief Financial Officer of MillerCoors from 2012-2016 and served in a variety of increasingly responsible finance leadership roles at MillerCoors since 2003. A native of South Africa, Ms. Joubert holds bachelor’s degrees in commerce and accounting from the University of Witwatersrand in Johannesburg. She also serves on the Board of Directors of MillerCoors and Coors Brewing Company, subsidiaries of Molson Coors. Ms. Joubert’s education, board member experience, business management and finance experience qualify her to continue serving as a member of the Board of Directors. Director Since 2017

	GARY S. MICHEL	Senior Vice President and
		President, Residential Heating, Ventilation
		and Air Conditioning (HVAC),
		Ingersoll Rand
	Chief Executive Officer JELD-WEN Holding, Inc. Mr. Michel, age 53,56, has served as President and Chief Executive Officer of Ingersoll Rand’sJELD-WEN Holding, Inc. since June 2018. He also serves on JELD-WEN’s Board of Directors. JELD-WEN is one of the world's largest door and window manufactures with facilities in 20 countries. The company designs, produces and distributes an extensive range of interior and exterior doors, wood, vinyl and aluminum windows and related products used in new construction and remodeling of residential HVAC business since 2011; which includes brands suchand commercial structures. Prior to JELD-WEN, Mr. Michel served as Trane, American Standard, Ameristar,President and NexiaCEO of Honeywell International Inc.’s Home Intelligence. Ingersoll Rand isand Building Technologies Strategic Business Unit, a $13 billion global business that enhances the qualitydeveloper of connected products and comfort of air insoftware for homes and buildings; transports and protects food and perishables, and increases industrial productivity and efficiency.buildings, from October 2017 until May 2018. Prior to Honeywell, Mr. Michel was with Ingersoll-Rand Company, a 30-year veterandiversified manufacturer and services provider of Ingersoll Rand, is a Senior Vice President of the companyclimate and refrigeration systems, industrial technologies and small electric vehicles, for more than three decades, serving most recently as senior vice president and president, Residential HVAC and Supply. He also servesserved as a member of its enterprise leadership team. He also leadsteam and led the Ingersoll Rand Sales Excellence Initiative, as well as serving as a co-lead of the company’s enterprise sustainability efforts. Mr. Michel began his tenure with Ingersoll Rand as an application engineer and went on to hold product, sales, and business management roles before moving into a series of leadership positions across various geographic and market segments, culminating in his current role. Mr. Michel holds a Bachelor of Science degree in Mechanical Engineering from Virginia Polytechnic Institute and State University and a Master of Business Administration (MBA)an MBA degree from the University of Phoenix.
	Director Since	2015

NOMINEES FOR DIRECTOR (CONT.)
	JOHN H. SHUEY	Former Chairman of the Board,
		President and Chief Executive Officer,
		Amcast Industrial Corporation
	Mr. Shuey, age 70, joined Amcast Industrial Corporation, a producer of aluminum components for the automotive industry and plumbing products for the construction industry, in 1991 as Executive Vice President. He was elected President and Chief Operating Officer in 1993, a director in 1994, Chief Executive Officer in 1995, and Chairman in 1997. Mr. Shuey served as Chairman of the Board, President and Chief Executive Officer through February 2001. Prior to joining Amcast, Mr. Shuey served as chief financial officer for two Fortune 500 companies. Mr. Shuey has been a private investor since February 2001. Mr. Shuey has a B.S. degree in Industrial Engineering and an M.B.A. degree, both from the University of Michigan. Mr. Shuey’sMichel’s education, board member experience, and business and financial management experience including service as chief financial officer for two Fortune 500 companies, as well as his service as a chief executive officer and in numerous leadership positions for many organizations, qualify him to continue serving as a member of the Board of Directors.
	Director Since 2015

NOMINEES FOR DIRECTOR (Cont)

1996 BRIAN C. WALKER Former President and Chief Executive Officer Herman Miller, Inc. Mr. Walker, age 57, served as President and Chief Executive Officer of Herman Miller, Inc., a global provider of office furniture and services, from 2004 until his retirement in 2018. Mr. Walker joined Herman Miller, Inc. in 1989 and served in various capacities, including as Chief Financial Officer, and Executive Vice President. Mr. Walker holds a bachelor's degree in accounting from Michigan State University and is a certified public accountant. Mr. Walker is also a director of Briggs and Stratton Corporation, Universal Forest Products, Inc. and Gentex Corporation, and serves as an Operating Partner in Strategic Leadership with the private equity firm, Huron Capital. Mr. Walker’s education, board member experience, and business management and finance experience qualify him to continue serving as a member of the Board of Directors. Director Since 2018

	ROBERT D. WELDING	Former Non-Executive Chairman
		Public Safety Equipment (Int’l) Limited
	Mr. Welding, age 67,70, served as the Non-Executive Chairman of Public Safety Equipment (Int’l) Limited, a manufacturer of highway safety and enforcement products, from January 2009 until his retirement in May 2010. Prior to that, he was President, Chief Executive Officer, and a director of Federal Signal Corporation, a manufacturer of capital equipment, from November 2003 until his retirement in 2007. Prior to holding those positions, Mr. Welding was Executive Vice President of BorgWarner, Inc., a U.S. automotive parts supplier, and Group President of BorgWarner’s Driveline Group from November 2002 until November 2003, and was President of BorgWarner’s Transmission Systems Division from 1996 to November 2002. Mr. Welding graduated from the University of Nebraska with a B.S. in Mechanical Engineering, holds an M.B.A.MBA from the University of Michigan, and is a graduate of Harvard Business School’s Advanced Management Program. Mr. Welding’s education, board member experience, and business management experience in strategy development, operations leadership, continuous improvement, product development, technology, and corporate leadership qualify him to continue serving as a member of the Board of Directors.
	Director Since	2007

Note: The beneficial ownership of the Directors and nominees in the Common Stock of the Company is shown in the table presented under the heading “Security Ownership of Management” in this proxy statement.

AGENDA ITEM 2

RATIFICATION OF THE SELECTION OF THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP served as the independent registered public accounting firm of the Company in 20152018 and has been retained by the Audit Committee to do so in 2016.2019. In connection with the audit of the 20162019 financial statements, the Company has engaged Ernst & Young LLP to perform audit services for the Company. The Board of Directors has directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.

Stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However, the Board of Directors is submitting the selection of Ernst & Young LLP to the stockholders for ratification. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain the firm. In such event, the Audit Committee may retain Ernst & Young LLP, notwithstanding the fact that the stockholders did not ratify the selection, or select another nationally recognized public accounting firm without resubmitting the matter to the stockholders. Even if the selection is ratified, the Audit Committee reserves the right in its discretion to select a different nationally recognized public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

The Board of Directors recommends that stockholders vote FOR the ratification of the selection of the Company’s independent registered public accounting firm.

AGENDA ITEM 3

PROPOSAL TO approve,APPROVE, ON A NON-BINDING ADVISORY BASIS, THE

COMPANY’S NAMED executiveEXECUTIVE OFFICER compensation

COMPENSATION

The Board of Directors is aware of the significant interest in executive compensation matters by investors and the general public. The Company is submitting this proposal, commonly known as a “say-on-pay” proposal, to stockholders. The Company is currently conducting say-on-pay votes every year and expects to hold the next say-on-pay vote in connection with its 20172020 Annual Meeting of Stockholders. As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, or the Exchange Act, we are asking you to cast a non-binding advisory vote to approve the Company’s named executive officer compensation through the consideration of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Our Compensation Committee has overseen the development and implementation of a compensation program that is discussed more fully in “Compensation Discussion and Analysis” and “Executive Compensation,” including the summary tables and narrative sections of this proxy statement.

The Company’s compensation program emphasizes a pay-for-performance philosophy. Performance-based annual cash incentive and cash and equity long-term incentive programs, collectively, are the majority of the targeted annual compensation for our named executive officers. These programs are designed to:

In executing a philosophy which begins with creating long-term value to stockholders, the Compensation Committee has established a framework for executive compensation that promotes a culture of performance and accountability with due consideration to risk management, transparency, and the need to adjust to rapidly changing market conditions. The program is heavily weighted toward pay at risk, with limited executive perquisites and benefits and clear line of sight to the link between important Company strategic goals and the rewards for achieving those objectives.

To further promote alignment with the interests of stockholders and a culture of enduring performance and accountability, the Company’sCompany's executives have stock ownership requirements and are bound by a clawback policy which allows for the recoupment of incentive payments in certain circumstances. The fully independent Compensation Committee believes that the executive compensation program is an essential factor in the Company’sCompany's strengthening of its leadership team and competitive position in the marketplace, both of which lead to business continuity and long-term value creation.

Because your vote is advisory, it will not be binding upon the Company, the Compensation Committee, or the Board of Directors. However, we value stockholders’ opinions, and the Board willexpects to carefully consider the outcome of the advisory vote on named executive officer compensation.

The Board of Directors recommends that the stockholders vote FOR approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers for fiscal year 2015.2018.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

20152018 Financial Results

The Company entered 2015 on the heelsended a challenging 2018 with net income of selling its ownership interest$76.6 million compared to $95.4 million in the Cooper Chengshan (Shandong) Tire Company Ltd. (“CCT”) joint venture and the expectationprior year. Operating profit decreased from $309.2 million in 2017 to $165.2 million in 2018. Operating profit margin of new tariffs on passenger and light truck tires imported into the U.S.5.9%, while a decrease from China, each of which presented unique challenges and opportunities2017, reflected improvement throughout the year. Numerous steps were taken aroundyear as the globeCompany's strategic initiatives began to transform and enhance the business, and thetake hold. The Company achieved record-setting operating profitremained a good steward of $354 million and a 6.8% unit volume increase across all regions, excluding CCT from prior years. In addition to the financial achievements, which arecapital as reflected in the return on invested capital shown below.

Subsequent to the setting of annual targets for the 2018 plan year, the Compensation Committee determined to exclude the impact of certain items from the 2018 performance results shown below,for the purpose of calculating incentive award payouts, as such items were deemed non-representative of the continuing operations of the Company. These excluded items are:

Our Executive Officer Compensation Program Is Administered by the Compensation Committee

The Compensation Committee is responsible for performing the duties of the Board of Directors relatingrelated to the compensation of our executive officers and other senior management. During 2015,2018, our named executive officers were Mr. Roy V. Armes, Chairman, Chief Executive Officer, and President; Ms. Ginger M. Jones, Vice President and Chief Financial Officer; Ms. Brenda S. Harmon, Senior Vice President and Chief Human Resources Officer;were: Mr. Bradley E. Hughes, President & Chief Executive Officer; Mr. Christopher J. Eperjesy, Senior Vice President and& Chief OperatingFinancial Officer; andMr. John J. Bollman, Senior Vice President & Chief Human Resources Officer; Mr. Stephen Zamansky, Senior Vice President, General Counsel & Secretary; and Secretary.

Ms. Ginger M. Jones, former Senior Vice President & Chief Financial Officer. On December 10, 2018, Mr. Eperjesy joined the Company and was appointed Senior Vice President and Chief Financial Officer, replacing Ms. Jones who retired from the Company on December 31, 2018.

With input, as appropriate, from management and our outside executive compensation consultant, the Compensation Committee reviews and approves all elements of our executive compensation program. Management is responsible for making recommendations to the Compensation Committee regarding executive officer compensation (except with respect to Mr. Armes’the CEO’s compensation) and effectively implementing our executive compensation program, as approved and overseen by the Compensation Committee.

The Compensation Committee retained Exequity LLP as its executive compensation consultant in 20152018 and utilized data from Aon Hewitt, an outside compensation consultant, for pay benchmarking.

Additional information about the role and processes of the Compensation Committee is presented under the heading “Executive Compensation Consultant Disclosure” and “Meetings of the Board of Directors and Its Committees - Compensation Committee” in this proxy statement.

Executive Compensation Philosophy and Approach

The Cooper Tire executive officer compensation program is incentive driven and designed to deliver value to our stockholders by driving long-term financial and operational performance. To accomplish this goal, we have structured our executive compensation program to attract, motivate and help retain the caliber of leadership required to meet these objectives. In the following sections, we will address our benchmarking process and philosophy, including how we set compensation levels and the separate, but integrated elements of our program.

Compensation Peer Groups

The Compensation Committee annually analyzes market benchmark data regarding base salary and annual and long-term incentive opportunities and periodically evaluates market benchmark data regarding other compensation elements. The Compensation Committee uses benchmarking data to assess market pay levels and program design. For each element of compensation and in the aggregate, the Committee sets compensation targets near the middle of the range offered by comparable companies.

Peer Group for Pay Level Benchmarking - For 20152018 officer pay level, we engaged Aon Hewitt to provide general industry data from their Total Compensation Measurement (TCM) Survey on 109 companieswith119 companies with revenues between $1.75from $1.5 billion and $7.0 billion.Theto $6.0 billion. The median revenue of these 109119 companies was approximately $3.57 billion.$3.07 billion (by comparison, Cooper Tire’s revenue for 2018 was about $2.81 billion). As an additional benchmark, we also conducted a review and analysis of compensation data for the CEO and CFO positions in the peer group listed below using 2017 proxy information.

Peer Group for Program Design BenchmarkingBenchmarking - For purposes of benchmarking executive compensation program design, the Compensation Committee periodically reviews a group of 1417 companies (listed below) whose annual revenues range from approximately 50% to 250% of our revenues and who generally have similar characteristics to Cooper Tire with respect to capital-intensive manufacturing, producing and marketing a consumer-brandedbranded product, focusing on technology-driven products, and managing international operations.

This group was changed in 2017. The median revenue for the following companies was about $2.9 billion in 2017.

Our Compensation Levels Are Set Considering Business Needs, Market Data and Other Factors

We use a comprehensive and structured approach in setting the compensation framework for all executive positions. We begin with a review of the Company’s overall strategy and the particular role each executive position is expected to play in achieving the strategic goals of the Company. Starting with this foundation and with the assistance of the Compensation Committee’s executive compensation consultant, we obtain and review relevant market benchmark data for each position regarding base salary, annual cash incentive opportunities, and long-term incentive award levels. We then determine an appropriate range of compensation for each position by assessing the market data in conjunction with the valuation of the position’s impact and importance in setting and achieving the strategic objectives of the Company.

To facilitate Informed by a comprehensive viewreview of all current and previously granted forms of compensation, for each named executive officer, tally sheets are used by the Compensation Committee. Informed by tally sheet data, competitive market data, organization strategies, and individual performance assessments, the Compensation Committee uses its judgment, rather than a formulaic approach, in setting target compensation for each named executive officer. In the event of death, disability, or retirement of a named executive officer, each year.the annual incentive compensation is prorated for the period of time that the named executive officer was employed during the year; the performance-based stock units and cash awards are prorated for the period of the measurement period the named executive officer was employed; and all restricted stock units granted immediately vest if the death, disability, or retirement was at least 6 months from the date of grant, otherwise, they are forfeited. Retirement is defined as the earlier of age 65 or the date on which the sum of the named executive officer’s years of age and service equal 70.

Elements of Our Compensation Program

We believe that our executive compensation program, by element and in total, best achieves our objectives. The majority of each named executive officer’s compensation opportunity is based on the achievement of important financial and strategic goals established at the beginning of the respective performance period. The primary elements of our executive compensation program, all key to the attraction, retention, and motivation of our named executive officers, are shown in the following table:

Base Salaries

We provide market competitive base salaries to attract and retain outstanding talent and to provide a fixed component of pay for our named executive officers. Base salaries are reviewed annually and are determined with consideration to the role of the executive, time in position,the officer's experience, competitive market data regarding similar roles in similar organizations, individual performance, budget, and other considerations. The Compensation Committee uses the median of market data as the general reference point for base salary decisions because it believes that the median is the best representation of competitive salaries in the market for similar roles and talent.

In setting base salaries for 2015,2018, the Compensation Committee considered the officer’s experience in his or herand current role, the impact of his or her role on the Company’s results, the overall quality and manner in which the officer performs his or herthe role, the financial position of the Company, and the value of retention.

Incentive Compensation

With input from management and its executive compensation consultant, the Compensation Committee reviews and discusses annual corporate and business unit performance metrics and targets, and the appropriateness of these performance metrics and targets considering the following primary factors prior to approval:

The Compensation Committee then establishesestablished a bonus pool aimed at potentially preserving the ability to deduct compensation paid under the annual incentive plan and the performance-based long-term incentive programs.programs under the historical exception for “performance-based compensation” under Section 162(m) of the Code. The bonus pool approach establishesestablished a maximum dollar amount and a maximum number of share units that cancould be paid to the Chief Executive Officer and certain other named executive officers from which the Compensation Committee maycould exercise negative discretion in determining the actual amounts paid under the annual and long-term incentive plans. The Compensation Committee exercised such negative discretionCode Section 162(m) exception for 2015 to adjust the amounts awarded consistent with the financial and operating performance“performance-based compensation” has been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of the Company in connection with the metrics, goals, and targets described below.November 2, 2017 is available. Please also see the section titled “Other Program Design Elements –- Tax Deductibility of Executive Compensation” on pages 20 and page 21 for additional information regarding the pool structure and approach.approach used for 2018.

Annual Incentive Compensation

Target OpportunityOpportunities

At target levels of achievement, the Annual Incentive Plan (AIP) is designed to approximate the market median of awards for executives in similar roles in similar organizations. At the highest level of achievement, the annual cash incentive opportunity for our named executive officers was 200% of the target opportunity in 2015. At a threshold level of performance, the incentive opportunity was 50% of the target in 2015, with no incentive earned if performance was below the threshold achievement level.

The Compensation Committee uses the median of general industry market data from Aon Hewitt’s TCM Survey as the general reference point for target annual cash incentive opportunities because it believes that the median is the best representation of competitive annual cash incentive levels in the market for similar roles and talent. With regard to setting individual annual cash incentive opportunity levels, the Compensation Committee has the discretion to adjust the target opportunity levels as it deems appropriate. Typical reasons for adjusting an individual officer’s target annual cash incentive opportunity level above or below the market median include how longthe experience and performance of the officer, has been in his or her current role, the impact of the role upon the organization, and the multiple of salary needed to bring the total cash compensation of the executive to a competitive level.

At the highest level of achievement, the annual cash incentive opportunity for our named executive officers was 200% of the target opportunity in 2018. At a threshold level of performance, the incentive opportunity was 50% of the target in 2018, with no incentive earned if performance was below the threshold achievement level.

Presented below are the target incentive awards for the named executive officers in 20152018 using eligible earnings (earned base salary dollarssalary) for the period of January 1, 2015,2018, through December 31, 2015,2018, and using AIPannual incentive plan (AIP) target percentages for the full period;period.

Performance Metrics for 20152018

The performance metrics under the 2015 Annual Incentive Plan2018 AIP for the named executive officers were 60% Corporate Operating Profit65% corporate operating profit and 40% Corporate Free Cash Flow.35% corporate free cash flow. The potential payout onfor each of the financial metrics ranged from 0% to 200% of target. The table below summarizes the threshold, target, and maximum goals as compared to actual results:

Award Grant Timing and Pricing

For current executives in the plan, the grant date is typically the date of our February Compensation Committee meeting. For most new executives, the grant date may be as of, or shortly after, the hiring date of the newly eligible executive. The methodology to determine the number of options or sharesunits to grant and to establish the exercise price of equity-based awards is to average the high and low trading price of our common stock, as quoted on the New York Stock Exchange, on the date of grant.

Performance-Based Stock Units and Performance-Based Cash

Key design features of our performance-based stock units and performance-based cash grants include:

The financial metrics for the 20152018 measurement period of the 2013-2015, 2014-2016,2016-2018, 2017-2019, and 2015-20172018-2020 performance periods approved by the Compensation Committee at the beginning of 20152018 were as follows:

net income (80% weighting) and return on invested capital (20% weighting). The Compensation Committee selected these performance metrics because net income and prudent management of capital are essential to the strategic and financial goals of the Company over each measurement period and the full three-year performance period.

The ultimate value of performance-based stock units is based on the Company’s financial results and the stock price, which aligns with long-term stockholder value creation. The ultimate value of performance-based cash is based solely on performance against the Company’s financial results.metrics. In 2018, the potential payout on each of the financial metrics ranged from 0% to 200% of target.

For purposes of performance-based stock units and the performance-based cash awards, theThe following table summarizes the threshold, target, and maximum performance goals for 2015 for the 2013-2015, 2014-2016,2018 measurement period of the 2016-2018, 2017-2019, and 2015-20172018-2020 performance periods, as compared to the performance results:

Return on invested capital is calculated by dividing after tax operating profit from the Company’s financial statements less income tax andby the taxCompany’s total invested capital. For 2018 long-term incentive compensation purposes, operating profit is adjusted for the impact of net interest expense, by anthe goodwill impairment charge, European footprint review costs and Albany tornado activity, while the effective tax rate excludes the impact of the goodwill impairment charge. Invested capital is the average of debt and equity. The average ofending debt and equity is calculated by takingfor the sum of the balance at the end of fiscal year 2014 and the balance at the end of each quarter in fiscal year 2015 and dividing by five.last five quarters.

FollowingThe following is the calculation of return on invested capital for 2015:2018 for long-term incentive purposes:

Amounts Notionally Earned for the 20152018 Measurement Period

In 2015,2018, there was an opportunity to notionally earn performance-based stock units and performance-based cash granted under the 2013-2015, the 2014-2016,2016-2018, 2017-2019, and the 2015-20172018-2020 performance periods. periods. Presented below are the performance-based stock units (PBUs)(“PBUs”) and the performance cash notionally earned for the 20152018 measurement period.period based on the weighted performance results for 2018 of 43.7 percent.

Retirement Benefits

In order to attract high caliber leadership and promote management continuity among our named executive officers, we provide the following retirement benefits:

For the executives who participate in the Company’s long-term incentive plan, including the named executive officers, retirement eligibility is defined as the earlier of the date the executive becomes age 65, or the date on which the sum of his or herthe executive officer's years of continuous employment with the Company and his or herthe executive officer's age equals at least 70 years.

The actuarial change from 2014 in our named executive officers’ pension benefit is presented in the “2015 Summary Compensation Table” on page 24. Detailed information about these pension plans is also presented in the “2015 Pension Benefits Table” and related disclosures on page 30.

Executive Deferred Compensation Plan

In order to provide executives an opportunity to defer earned salary or cash incentive awards, the Company offers aoffered an elective non-qualified deferred compensation plan. The plan allows selected senior management employees, including our named executive officers, to elect to defer receipt of up to 80% of their base salary and up to 100% of their annual incentive compensation each year (subject to an aggregate $10,000 minimum per year), until a date or dates chosen by the participant. We do not make matching or other employer contributions to the Executive Deferred Compensation Plan. Amounts deferred intoEffective December 31, 2017, future deferrals under this plan are credited to a notional account that is notionally invested inwere suspended and, therefore, the same investment vehicles offered in the 401(k) plan and/or Cooper Tire stock, at the participant’s election. The plan does not provide any fixed, above-market earnings opportunity. Detailed information aboutCompany no longer offers this plan is presented in the “2015 Non-Qualified Deferred Compensation Table” and related footnotes.

non-qualified deferred compensation plan.

Perquisites and Other Compensation

We provide a limited annual allowance of $15,000 to cover the cost of financial planning services and an annual executive physical for our named executive officers. There is minimal use of the Company plane for personal use, and we do not provide a tax gross-up on the imputed income associated with any personal use of the Company plane by an executive. It is the Company’s policy to reimburse for and to gross up the imputed income associated with the travel costs of spouses who accompany the executives to participate in business-related activities. The value of the noted perquisites is detailed in the footnote to the “All Other Compensation” column of the 20152018 Summary Compensation Table on page 24. 

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Other Program Design Elements

Requirements to Maintain a Minimum Level of Stock Ownership

We believe that our named executive officers, whose business decisions impact our operations and results, should obtain and maintain a reasonable equity ownership in the Company. Toward that end, the Compensation Committee has established stock ownership guidelines for our named executive officers as outlined below:

below for the named executive officers who were still serving as of December 31, 2018:

If any of our named executive officers do not satisfy the stock ownership guidelines in a timely manner, the Compensation Committee may take action, including requiring that 50% of an executive’s annual cash incentive be paid in stock; requiring that the executive retain 50% of the net after-tax shares following the exercise of any stock options or upon the vesting of other equity awards; requiring that 50% of the executive’s long-term incentive awards be paid in stock; or reducing the executive’s long-term incentive grants. All named executive officers, hadexcept Mr. Bollman, who joined the Company in March 2017, and Mr. Eperjesy who joined the Company in December 2018, met their respective ownership requirements as of March 1, 2016.2019.

Clawback Policy

Our Board has adopted a policy that permits us to recoup the incentive compensation paid to our executives in certain circumstances. Under this policy, if the Company significantly restates its reported financial results, the Board will review the circumstances that caused such restatement, consider issues of accountability and oversight, and analyze the impact of such restatement on compensation paid or awarded to Company employees. If the restatement is the result of fraud or misconduct, the Board may elect to recover all annual cash incentive awards, long-term incentive awards, and other incentive-based compensation paid to the employees who engaged in such fraud or misconduct. Additionally, for participants in the Company’s long-term incentive plans, the Board may elect to recover amounts paid out to the extent the Company’s performance results were over-statedoverstated as a result of such restatement, and, for all participants, the Board may adjust any unvested or notionally earned amounts related to the relevant measurement period(s) to reflect the restatement. If the restatement is not the result of fraud or misconduct, the Board may adjust any unvested or notionally earned amounts related to the relevant measurement period(s) to reflect the restatement. The policy also provides that if the Board determines that any employee has engaged in unethical conduct detrimental to the Company, the Board may seek recoupment of all annual cash incentives, long-term incentives, or other incentive-based compensation paid to such employee during the period(s) of such unethical behavior, and cancel all unvested or notionally earned incentive-based compensation related to such period(s). Recovery under the Clawback Policy is in addition to any recoupment required or permitted by law, including the Sarbanes-Oxley Act of 2002 and common law, or by contract.

Hedging and Pledging Transactions

In order to align the interests of the Company’s officers and Directors with those of its stockholders and to address athe potential appearance of improper or inappropriate conduct, the Board of Directors has adopted a policy with respect to hedging and pledging of Common Stock or other equity securities of the Company (“Company Securities”). This anti-hedging policy prohibits Company officers and Directors, including certain spousesfamily members of such persons, from hedging Company Securities, including short-selling, options, puts, calls, collars and exchange funds, as well as derivatives such as swaps, forwards and futures, or pledging or otherwise encumbering Company Securities as collateral for indebtedness. Persons subject to this policy will be afforded a reasonable opportunity to unwind or otherwise terminate any prohibited hedging transactions or arrangements existing as of the time such person becomes subject to the policy.

Tax Deductibility of Executive Compensation

The financial reporting and income tax consequences of the compensation elements are considered by the Compensation Committee when it analyzes the design and level of compensation. The Compensation Committee balances its objective of ensuring effective and competitive compensation packages with the desire to maximize the tax deductibility of compensation.

Regulations issued under Section 162(m) of the Internal Revenue Code providegenerally provides that compensation in excess of $1 million paid to the Chief Executive Officer and certain other named executive officers (and, beginning in 2018, certain former executive officers) will not be deductibledeductible. Historically, compensation that qualified as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless it meets specified criteriacertain transition relief for being “performance-based.”certain compensation arrangements in place as of November 2, 2017 is available. The Compensation Committee prior to 2018 generally designsattempted to design and administersadminister certain of the executive incentive programs of the Company to potentially qualify for the performance-based exemption. ItHowever, it also reservesreserved the right to provide compensation that doesdid not or might not meet the exemption criteria if, in its sole discretion, it determinesdetermined that doing so advancesadvanced the business objectives of the Company.

Based on the repeal described above and the operation of Section 162(m) of the Code, compensation granted by the Compensation Committee may not qualify as “performance-based compensation” under certain circumstances. The Compensation Committee believes that the tax deduction limitation should not be permitted to compromise our ability to design and maintain executive compensation arrangements that will attract and retain the executive talent needed for the Company to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes, and it is possible that awards intended to qualify as “performance-based compensation” may not so qualify. Moreover, even if the Compensation Committee intended to grant compensation that qualifies as “performance-based compensation” for purposes of Section 162(m) of the Code, we cannot guarantee that such compensation will so qualify or ultimately be deductible.

In 2014, the Compensation Committee implemented a bonus pool approach to potentially preserve the ability to deduct compensation paid under the AIP and the performance-based long-term incentive programs. The bonus pool approach establishesestablished a maximum dollar amount and a maximum number of share units that can be paid to the Chief

Executive Officer and certain other named executive officers. For 2015, theofficers and excludes certain merger, acquisition, divestiture, or similar expenses. The bonus pool formula for the 2018 AIP was based on the greater of 4% of Operating Profitoperating profit or 5% of Net Cash Provided from Continuing Operationsnet cash provided by operating activities; the bonus pool formula for aggregate performance cash awarded under the AIP and2018-2020 long-term incentive plan was based on the greater of 1.5% of cumulative operating profit for 2018, 2019, and 2020 or 2% of cumulative net cash provided by operating activities for 2018, 2019, and 2020; and the bonus pool for aggregate performance-based stock units awarded under the 2018-2020 long-term incentive plan was based upon 3% of Cumulative Operating Profitcumulative operating profit for 2018, 2019, and 2020 or 4% of Cumulative Net Cash Provided from Continuing Operationscumulative net cash provided by operating activities for performance-based2018, 2019, and 2020, the greater of which is divided by the fair market value of the stock units and 1.5%on the last day of Cumulative Operating Profit or 2.0% of Cumulative Net Cash Provided from Continuing Operation for performance-based cash under the long-term incentive programs.performance period. Within the limits of the

pool, respective bonus pools, the Compensation Committee determined the amounts paid under the annual and long-term incentive plans as previously described.

However, the Company does not expect that awards made in 2018 will be able to qualify for the historical performance-based exemption under Section 162(m) of the Code due to its repeal.

Employment AgreementAgreements and Change in Control Plan

The Company has anno employment agreementagreements with Mr. Armes that specifies minimum pay levels and provides severance benefits in certain circumstances (both with and without a change in control). The terms of Mr. Armes’ employment agreement were negotiated in the light of market benchmark data provided in 2006 by Towers Watson, cost and other considerations, and were set to attract him to join the Company. The termsany of the original agreement dated December 19, 2006, were amended and restated on December 22, 2008, with respect to Section 409A of the Internal Revenue Code. Mr. Armes’ base salary as of December 31, 2015, was $1,112,000.

named executive officers.

As a tool to facilitate attraction and retention of key executive talent, the Company also has a change in control plan that covers each of the other named executives.executive officers. Under this plan, benefits are received only in the event that an actual change in control and a qualifying termination occurs, or a qualifying termination occurs during a time when the Company is party to a definitive agreement, the consummation of which would result in a change in control, and thus such benefits are not considered part of annual compensation. We believe that a change in control plan maintains productivity, facilitates a long-term commitment to the organization, and encourages retention when,if, and if,when, we are confronted with the potential disruptive impact of a change in control of the Company.

See “Potential Payments Upon Termination or Change in Control” beginning on page 3330 for more information regarding these arrangements.

Compensation Plan for 2016

2019

When setting executive compensation for 2016,2019, the Compensation Committee took into account the results of the stockholder advisory vote on named executive officer compensation that occurred at the 20152018 Annual Meeting of Stockholders. As a substantial majority (approximately 96%95%) of the votes cast approved theour named executive officer compensation program described in our 20152018 proxy statement, the Compensation Committee applied the same general principles in determining the amounts and types of executive compensation for 20162019 as described below.

Base pay levels are set with reference to individual roles, impact, individual performance, and median levels of competitive market pay as determined by general market comparisons as described on page 13.

14.

Annual cash incentive opportunity levels are benchmarked against competitive norms as measured against general industry data from Aon Hewitt’s TCM Survey for similar executive positions.positions at the companies described in the Peer Group for Pay Level Benchmarking on page 13. Individual annual cash incentive opportunity levels are adjusted, if warranted, to maintain competitive compensation packages for our named executive officers.

The long-term incentive opportunity for 20162019 includes approximately one-third performance-based stock units, one-third performance-based cash, and one-third RSUs. Individual long-term incentive targets are benchmarked against appropriate market data and adjusted, if warranted, to maintain competitive compensation opportunity for our named executive officers.

Executive Compensation Consultant Disclosure

During the 20152018 fiscal year, the Compensation Committee engaged Exequity LLP to serve as an executive compensation consultant. Exequity provides research, data analysis, survey information and design expertise in developing compensation programs for executives. In addition, Exequity keeps the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices. A representative of Exequity typically attends meetings of the Compensation Committee and is available to participate in executive sessions. The Compensation Committee has considered the independence-related factors enumerated by the NYSE and the SEC and has concluded that Exequity is independent. In addition, the Compensation Committee has concluded that the work of Exequity in 20152018 did not raise any conflicts of interest.

Compensation-Related Risk Assessment

The Compensation Committee periodically reviews the incentive plan policies and practices that apply to all of our non-represented employees to determine whether such policies and practices are reasonably likely to have a material adverse effect on the company.Company. As part of this process, during 2015,for 2018, the Compensation Committee, with the assistance of management and the human resources department, conducted a formal assessment of these compensation plans and practices. After conducting this assessment, both management and the Compensation Committee have determined that none of our compensation policies and practices createscreate any risks that are reasonably likely to have a material adverse effect on the company.

Company.

COMPENSATION COMMITTEE REPORT

The following report has been submitted by the Compensation Committee of the Board of Directors:

The Compensation Committee of the Board of Directors has reviewed and discussed the Company’s Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s definitive proxy statement on Schedule 14A for its 20162019 Annual Meeting, which is incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2018, each as filed with the Securities and Exchange Commission.

The foregoing report was submitted by the Compensation Committee of the Board and shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A promulgated by the Securities Exchange Commission or Section 18 of the Exchange Act.

Respectfully submitted,

John F. Meier, Chairman 

Steven M. Chapman 

Robert D. Welding, Chairman
Steven M. Chapman
Susan F. Davis

EXECUTIVE COMPENSATION

The following tables and narratives provide for the fiscal year ended December 31, 2015, descriptions of the cash compensation paid by the Company, as well as certain other compensation awarded, paid or accrued, during 2015 to our 2018 named executive officers, including:consisting of:

20152018 SUMMARY COMPENSATION TABLE

The following table shows compensation information for 2013, 2014,2016, 2017, and 20152018, as applicable, for our named executive officers.