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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 23, 2021, the Compensation Committee of the Board of Directors of The Goodyear Tire & Rubber Company (the “Company”) approved retention agreements with Richard J. Kramer, Chairman of the Board, Chief Executive Officer and President, Darren R. Wells, Executive Vice President and Chief Financial Officer, and Stephen R. McClellan, President, Americas.
The Retention Agreement with Mr. Wells provides that he will be eligible to receive a one-time cash award of $2.0 million, payable in March 2024, subject to his continued employment with the Company through at least December 31, 2023 and the other terms and conditions of his Retention Agreement.
The Retention Agreements with Mr. Kramer and Mr. McClellan provide for a lump sum payment equal to the difference, if any, between the Goodyear Supplementary Pension Plan benefit calculated based on the interest rate at January 1, 2021 (0%) and the benefit based on the interest rate at the time of their respective retirement, subject to continuous service through December 31, 2023 and the other terms and conditions of their respective Retention Agreement.
Copies of the Retention Agreements for Mr. Wells, Mr. Kramer and Mr. McClellan are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The descriptions of those agreements are qualified in their entirety by reference to such exhibits.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Retention Agreement, dated May 24, 2021, between the Company and Darren R. Wells | |
| 10.2 | Retention Agreement, dated May 24, 2021, between the Company and Richard J. Kramer | |
| 10.3 | Retention Agreement, dated May 24, 2021, between the Company and Stephen R. McClellan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| THE GOODYEAR TIRE & RUBBER COMPANY | ||||||
| Date: May 27, 2021 | By | /s/ Daniel T. Young | ||||
| Daniel T. Young | ||||||
| Secretary | ||||||
