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Goodyear prepares for shareholders meeting

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Goodyear Tire & Rubber Co. will hold its annual shareholders meeting in Akron, Ohio, on Monday, April 2. Shareholders will vote on new board members and two resolutions, one requesting a change in the way members on the Board of Directors are elected.

According to a recent filing with the Securities and Exchange Commission, the specific agenda at Goodyear's shareholders' meeting is as follows:

1. To elect four directors. Three will serve as Class II directors, each for a term of three years; one will serve as a Class I director for a one-year term.

Robert J. Keegan, Goodyear's COO and president; John G. Breen, former chairman of the Sherwin-Williams Co.; and and Edward T. Fogarty, former chairman, CEO and president of Tambrands Inc., are the Class II nominees. William E. Butler, formerly chairman and CEO of Eaton Corp., is the Class I nominee.

All the nominees on the ballot were selected by Goodyear's Board of Directors, as recommended by the Nominating and Board Governance Committee.

Goodyear CEO Sam Gibara is chairman of the board. His Class I term expires in 2002.

2. To consider and vote upon a shareholder proposal asking for changes in the way Goodyear elects its board members. The resolution requests that the Board takes "the necessary steps to declassify the Board of Directors and establish annual elections of directors, whereby directors would be elected annually and not by classes. This policy would take effect immediately, and be applicable to the re-election of any incumbent director whose term, under the current classified system, subsequently expires."

A statement supporting the resolution states directors should be accountable to shareholders on an annual basis. "Since only one-third of the Board of Directors is elected annually, we believe that classified boards could frustrate, to the detriment of long-term shareholder interest, the efforts of a bidder to acquire control or a challenger to engage successfully in a proxy contest."

The Board opposes the resolution. "The election of directors by classes assures that approximately two-thirds of the Board will at all times have prior experience with and knowledge of the company.... an abrupt change in the Board of Directors could disrupt the company in achieving its long-term strategic goals."

The Board also believes a classifed board "reduces the vulnerability of the company... to certain potentially abusive takeover tactics...."

Only holders of record of Goodyear common stock as of February 15, 2001, will be entitled to vote at the annual meeting.

3. To consider and vote upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as independent accountants for Goodyear in 2001. PwC served as the company's independent accountants last year. Goodyear paid PwC $14.5 million in 2000 for various services rendered.

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