Goodyear shareholders vote against poison pill proposal

July 1, 2004

The vote was close, but Goodyear Tire & Rubber Co. shareholders voted down a "poison pill" amendment.

The proposal, submitted by shareholder Victor Rossi, requested that the company vote on the "adoption, maintenance or extension of any current or future poison pill."

(In February, Goodyear's board voted to accelerate the expiration date of the company's poison pill anti-takeover provision, also known as the shareholder rights plan, from July 29, 2006, to June 1, 2004.)

Rossi's proposal went on to say that, if adopted, its removal "or any dilution of this proposal would consistently be submitted to shareholder vote at the earliest subsequent shareholder election."

Bob Keegan, Goodyear's chairman, CEO and president, said the board had recommended shareholders vote against the proposal.

When the vote was tallied, 45.8 million, or 26.1% of the votable shares, came in against the proposal, vs. 42.5 million, or 24%, for the proposal. Goodyear announced the results at its annual shareholders meeting yesterday.

Goodyear's original poison pill provision made it more difficult for an outside entity to take over the company. It was designed to kick in when an entity acquired 15% of Goodyear's stock and give Goodyear shareholders the opportunity to buy additional shares at a reduced price.

When the Goodyear board amended its poison pill provision in February, it also instituted restrictions on its ability to adopt a shareholder rights plan in the future.

"We're not doing this in response to any pending takeover," said a company spokesman at the time.

The plan's early termination was called for by shareholders, he added.

Goodyear's stock closed at $9.09 on Wednesday, a five cent drop vs. the previous day. The company's 52-week high and low are $11.97 and $4.49, respectively.