The Goodyear Tire & Rubber Company (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   February 22, 2010

The Goodyear Tire & Rubber Company
__________________________________________
(Exact name of registrant as specified in its charter)

     
Ohio 1-1927 34-0253240
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(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1144 East Market Street, Akron, Ohio   44316-0001
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   330-796-2121

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

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)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2010, the Board of Directors of The Goodyear Tire & Rubber Company ("Goodyear") elected Richard J. Kramer as Chief Executive Officer and President, effective April 13, 2010, replacing Robert J. Keegan who will remain as Executive Chairman of the Board. Mr. Kramer was also elected as a Director of Goodyear, effective immediately. Mr. Kramer will not serve on any Board committees.

Mr. Kramer joined Goodyear in March 2000 as Vice President - Corporate Finance, serving in that capacity as Goodyear’s principal accounting officer until August 2002, when he was elected Vice President, Finance - North American Tire. In August 2003, he was named Senior Vice President, Strategic Planning and Restructuring, and in June 2004 was elected Executive Vice President and Chief Financial Officer. Mr. Kramer was elected President, North American Tire in March 2007 and continued to serve as Chief Financial Officer until August 2007. In June 2009, Mr. Kramer was elected Chief Operating Officer and continued to serve as President, North American Tire until February 16, 2010. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, including two years as a partner. Mr. Kramer is 46 years old.

In connection with his election, on February 22, 2010, the Compensation Committee of the Board of Directors determined that Mr. Kramer will receive an annual base salary of $1,000,000 effective April 13, 2010 and will continue to participate in Goodyear's Management Incentive Plan. On February 23, 2010, the Board of Directors also approved grants to Mr. Kramer of 210,590 stock options and 37,676 performance shares for the three-year period ending December 31, 2012 under Goodyear's 2008 Performance Plan and 30,628 units for the three-year period ending December 31, 2012 under Goodyear's Executive Performance Plan.

A copy of Goodyear’s news release announcing Mr. Kramer’s election is attached hereto as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 – News release, dated February 24, 2010





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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
          
February 24, 2010   By:   David L. Bialosky
       
        Name: David L. Bialosky
        Title: Senior Vice President, General Counsel and Secretary

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  News release, dated February 24, 2010