THE GOODYEAR TIRE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

On April 10, 2017, the shareholders of The Goodyear Tire Rubber
Company (Goodyear or the Company) approved the adoption of the
2017 Performance Plan (the 2017 Plan).

The 2017 Plan authorizes awards of stock options, stock
appreciation rights, restricted stock, restricted stock units,
stock-based and cash-based performance grants and other
stock-based grants (collectively, Awards). A total of eighteen
million (18,000,000) shares of common stock may be issued under
the 2017 Plan. Any shares of common stock that are subject to
awards of stock options or stock appreciation rights will be
counted as one share for each share granted for purposes of the
aggregate share limit and any shares of common stock that are
subject to any other awards will be counted as 2.00shares for
each share granted for purposes of the aggregate share limit.

The 2017 Plan will be administered by the Compensation Committee
of the Board of Directors which will have the sole authority to,
among other things: construe and interpret the 2017 Plan; make
rules and regulations relating to the administration of the 2017
Plan; select participants; and establish the terms and conditions
of Awards, all in accordance with the terms of the 2017 Plan.

Any employee of Goodyear or any of its subsidiaries, including
any officer of Goodyear, selected by the Compensation Committee
is eligible to receive Awards under the 2017 Plan. Directors of
Goodyear are also eligible to receive Awards (other than
performance grants) under the 2017 Plan, provided that the sum of
(i)the aggregate grant date fair value of all Awards granted in
any single calendar year plus (ii)the aggregate amount of any
cash retainers and fees payable in that calendar year, in each
case, to any single director, shall not exceed $650,000. Subject
to the limits specified in the 2017 Plan, the selection of
participants and the nature and size of Awards will be wholly
within the discretion of the Compensation Committee. It is
anticipated that all19 Board-appointed officers of Goodyear will
receive various grants under the 2017 Plan and approximately
1,500 other employees of Goodyear and its subsidiaries will
participate in at least one feature of the 2017 Plan. A
participant must be an employee of the Company or a subsidiary or
a director of the Company continuously from the date a grant is
made through the date of payment or settlement thereof, unless
otherwise provided by the Compensation Committee.

The 2017 Plan will remain in effect until April 9, 2027, unless
sooner terminated by the Board of Directors. Termination will not
affect Awards then outstanding.

The foregoing description of the 2017 Plan is qualified in its
entirety by reference to the provisions of the 2017 Plan, which
is attached as Exhibit 10.1 to this Current Report on Form 8-K.

The Goodyear Tire Rubber Companys Annual Meeting of Shareholders
was held on April 10, 2017 (the Annual Meeting). At the Annual
Meeting, 223,458,343 shares of common stock, without par value,
or approximately 89% of the 251,930,536 shares of common stock
outstanding and entitled to vote at the Annual Meeting, were
present in person or by proxies.

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

1. Election of Directors. Thirteen persons were
nominated by the Board of Directors for election as directors of
Goodyear, each to hold office for a one-year term expiring at the
2018 annual meeting of shareholders and until his or her
successor is duly elected and qualified. Each nominee was an
incumbent director, no other person was nominated, and each
nominee was elected. There were 21,584,557 broker non-votes with
respect to each nominee. The votes cast for or against, as well
as abstentions with respect to, each nominee were as follows:

2. Advisory vote regarding the compensation of named
executive officers. An advisory resolution that the
shareholders approve the compensation of Goodyears named
executive officers was submitted to, and voted upon by, the
shareholders. There were 193,800,244 shares of common stock voted
in favor of, and 7,684,408 shares of common stock voted against,
said resolution. The holders of 389,134 shares of common stock
abstained and there were 21,584,557 broker non-votes. The
resolution, having received the affirmative vote of the holders
of at least a majority (96.19%) of the votes cast for and against
the matter at the Annual Meeting, was adopted.

3. Advisory vote on the frequency of future shareholder
votes regarding the compensation of named executive
officers. An advisory resolution on the frequency of
future shareholder votes regarding the compensation of Goodyears
named executive officers was submitted to, and voted upon by, the
shareholders. There were 174,076,316 shares of common stock voted
in favor of one year, 442,303 shares of common stock voted in
favor of two years, and 26,855,833 shares of common stock voted
in favor of three years. The holders of 499,334 shares of common
stock abstained and there were 21,584,557 broker non-votes. The
Board of Directors determined, consistent with the shareholders
vote, to hold future advisory votes regarding the compensation of
Goodyears named executive officers every year until the next vote
on the frequency of such advisory votes.

4. Proposal to approve the adoption of the 2017
Performance Plan. A resolution that the shareholders
approve the adoption of the 2017 Performance Plan was submitted
to, and voted upon by, the shareholders. There were 190,273,429
shares of common stock voted in favor of, and 11,286,856 shares
of common stock voted against, said resolution. The holders of
313,501 shares of common stock abstained and there were
21,584,557 broker non-votes. The resolution, having received the
affirmative vote of the holders of at least a majority (75.52%)
of the shares of common stock outstanding and entitled to vote at
the Annual Meeting, was adopted.

5. Ratification of appointment of independent registered
public accounting firm. A resolution that the
shareholders ratify the action of the Audit Committee in
selecting and appointing PricewaterhouseCoopers LLP as the
independent registered public accounting firm for Goodyear for
the year ending December 31, 2017 was submitted to, and voted
upon by, the shareholders. There were 218,283,042 shares of
common stock voted in favor of, and 4,869,324 shares of common
stock voted against, said resolution. The holders of 305,977
shares of common stock abstained and there were no broker
non-votes. The resolution, having received the affirmative vote
of the holders of at least a majority (86.64%) of the shares of
common stock outstanding and entitled to vote at the Annual
Meeting, was adopted.

6. Shareholder proposal. A resolution requesting
that the Chairman of the Board be an independent member of the
Board of Directors was submitted to, and voted upon by, the
shareholders. There were 47,332,627 shares of common stock voted
in favor of, and 153,985,020 shares of common stock voted
against, said resolution. The holders of 556,139 shares of common
stock abstained and there were 21,584,557 broker non-votes. The
resolution, having failed to receive the affirmative vote of the
holders of at least a majority (18.78%) of the shares of common
stock outstanding and entitled to vote at the Annual Meeting, was
not adopted.

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