Goodyear Tire & Rubber Company 8-K 2012
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
The Goodyear Tire & Rubber Company
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 5.07 Submission of Matters to a Vote of Security Holders
The Goodyear Tire & Rubber Companys Annual Meeting of Shareholders was held on April 17, 2012 (the Annual Meeting). At the Annual Meeting, 205,734,316 shares of common stock, without par value, or approximately 84% of the 244,707,542 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. Ten 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 2013 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 36,417,954 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 137,462,675 shares of common stock voted in favor of, and 31,174,734 shares of common stock voted against, said resolution. The holders of 678,953 shares of common stock abstained and there were 36,417,954 broker non-votes. The resolution, having received the affirmative vote of the holders of at least a majority of the votes cast on the matter at the Annual Meeting, was adopted.
3. Ratification of Appointment of Independent Registered Public Accounting Firm. A resolution that the shareholders ratify the action of the Audit Committee in selecting and appointing PricewaterhouseCoopers LLP as the independent registered public accounting firm for Goodyear for the year ending December 31, 2012 was submitted to, and voted upon by, the shareholders. There were 194,211,228 shares of common stock voted in favor of, and 10,914,693 shares of common stock voted against, said resolution. The holders of 608,395 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 of the shares of common stock outstanding and entitled to vote at the Annual Meeting, was adopted.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.