UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

THE GOODYEAR TIRE & RUBBER COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the transaction applies:

(3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of the transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Commencing on March 24, 2015, The Goodyear Tire & Rubber Company provided the following information to certain shareholders:

2015 Update on Supermajority Voting Provisions and

Corporate Governance Overview

Current Supermajority Voting Provisions in

Goodyear’s Governing Documents

2

Articles of Incorporation (Charter):

No

express provisions require the vote of more than a majority of our common stock

Standard provisions that protect the economic interests of preferred stockholders require a two-

thirds vote of our preferred stock

No

preferred

stock

is

currently

issued

and

outstanding

Code of Regulations (Bylaws):

To

remove

all

of

the

directors

requires

the

approval

of

two-thirds

of

our

common

stock

To

remove

less

than

all

of

the

directors

requires

the

approval

of

approximately

93%

of

our

common

stock,

due

to

a

mandatory

provision

of

Ohio

law

that

is

intended

to

protect

cumulative

voting

rights

Unless

cumulative

voting

is

eliminated,

the

ability

of

shareholders

to

remove

a

director

is

illusory

To

amend

these

provisions

requires

the

approval

of

two-thirds

of

our

common

stock

Company Proposals on the 2015 Ballot

3

Proposal 4:

Reduces

the

vote

required

to

remove

a

director

to

a

majority

of

our

common

stock

and,

to

make

that

change

meaningful,

eliminates

cumulative

voting.

Also

reduces

the

threshold

to

make

further

amendments

to

these

provisions

to

a

majority

of

our

common

stock.

Substantially

implements

the

shareholder

proposal

described

on

Slide

4

Reduces

the

vote

required

to

the

lowest

permitted

under

Ohio

law

Proposal 5:

Reduces

the

shareholder

vote

required

for

mergers,

consolidations

and

sales

of

substantially

all

of

the

Company’s

assets

from

the

statutory

two-thirds

to

a

majority

of

our

common

stock

Betters

the

shareholder

proposal

and

further

improves

our

corporate

governance

profile

Reduces

the

vote

required

to

the

lowest

permitted

under

Ohio

law

The

Board

of

Directors

asks

you

to

vote

FOR

Proposals

4

and

5

The Shareholder Proposal on the 2015 Ballot is

Implemented by the Company’s Proposals

4

A

shareholder

submitted

a

non-binding

proposal

requesting

that

the

Board

“take

the

steps

necessary

so

that

each

voting

requirement

in

our

charter

[Articles]

and

bylaws

[Regulations]

that

calls

for

a

greater

than

simple

majority

vote

be

eliminated

.

.

.”

We

decided

to

present

both

proposals

for

a

shareholder

vote

after

the

SEC

suspended

no-action

relief

for

conflicting

proposals

The

Board

recommends

a

vote

AGAINST

this

proposal

because:

Company

Proposal

4

substantially

implements

the

shareholder

proposal

Company

Proposal

5

betters

the

shareholder

proposal

by

also

reducing

the

shareholder

vote

required

by

statute

for

business

combinations

to

a

majority

of

our

common

stock

The

Company

Proposals

are

binding

and

implement

these

important

governance

changes

now

The

Board

of

Directors

asks

you

to

vote

FOR

Proposals

4

and

5

and

AGAINST

the

Shareholder

Proposal

(Proposal

6)

5

Annually elected directors; no classified board

Majority voting for the election of directors with a resignation

policy

Lead independent director with clear, robust responsibilities

100% independent compensation, audit and nominating committees

Regular executive sessions of the independent directors

Overboarding policy in place for directors

Conduct annual Board and Committee evaluations

No poison pill in place

Shareholders have the right to call a special meeting at 25%

Clear and robust corporate governance guidelines

1

2

3

4

5

6

7

8

9

10

Overall Commitment to Good Governance

6

Board of Directors

All directors are independent, except CEO and one labor union-affiliated director

Elected by a binding majority vote standard in annual elections of the full board

Lead Independent

Director

Lead independent director has clearly-defined, robust roles and responsibilities

Current lead independent director is actively engaged in matters

related to

compensation

Compensation

Committee 

Our Compensation Committee consists of entirely independent directors

The Committee has undertaken significant analysis and enhancement of the

program in response to investor concerns

Independent

Advisors

Our Compensation Committee has engaged and considers the advice of an

independent compensation consultant

Ongoing Investor Input

and Dialogue

Lead independent director and senior management team have engaged with

investors and have acted on their feedback regarding Goodyear’s compensation

program

Continuing to engage extensively with our investors, including, among others:

o

Large institutional investors

o

Pension funds

o

Proxy advisory firms

Focused, Engaged, and Independent Oversight

of the Compensation Program

7

Incentive Program

Financial Metrics

Annual

Incentives

Annual Performance Plan

EBIT (40%)

Operating Drivers (20%)

-

Working Capital Excellence (Average working capital as a % of sales)

-

Total Delivered Cost Productivity (Cost savings)

-

New Product Vitality

Free Cash Flow from Operations (40%)

Long-Term

Awards

Performance-Based Awards

(Paid out in equity and cash)

Relative

TSR Modifier

(+/-20%)

Net Income

(50%)

Stock Options

Cash Flow Return on Capital (50%)

Pay and Performance are Closely Aligned

No dividends or dividend equivalents on unearned performance-based equity awards

No repricing of options without shareholder approval

No pension credit for newly hired executives to make up for service at prior employers

Double-trigger change-in-control provisions and no walk-away rights

No tax gross-ups

Robust stockholding guidelines, including stock retention provisions

No hedging or pledging of company stock

Robust clawback policy

8

1

2

3

4

5

6

7

8

Sound Executive Compensation Practices