Goodyear Makes Agreement With Elliott Investment

July 25, 2023

As part of a “cooperation agreement” with Elliott Investment Management L.P., Goodyear Tire & Rubber Co. has agreed to appoint three new members to its board of directors and create a “strategic and operational review committee.”

Elliott had sought representation on the board in a May letter to Goodyear where it called for changes to help the company “realize its full potential.”

The new independent board members include:

  • Joseph Hinrichs, president and CEO, CSX Corp.,
  • Max Mitchell, president and CEO, Crane Co., and
  • Roger Wood, former co-CEO, Tenneco.

The additions bring the total board to 15 members. Goodyear will nominate up to 12 directors to stand for election at its 2024 annual meeting — including these three appointees.

The five-person strategic and operational review committee will be chaired by Goodyear Chairman, CEO and President Rich Kramer. It also will include James Firestone and Thomas Williams, as well as two of the newly appointed board members — Max Mitchell and Roger Wood.

In addition to their roles as board members and review committee members, Mitchell will join Goodyear’s finance committee, while Wood will join the audit committee.

Goodyear will make the committee’s non-confidential recommendations on operational matters public by Nov. 15.

In a press release the tiremaker said the committee reviews “will be supported by Goodyear’s financial advisors and a leading consulting firm.”

In that statement Marc Steinberg, Elliott senior portfolio manager and Austin Camporin, portfolio manager for Elliott, said, “We are pleased to have collaborated with Rich and the board on the formation of the strategic and operational review committee and the addition of three new independent directors to Goodyear’s board. Goodyear is an iconic brand and business that is well positioned to benefit from industry tailwinds. WE have been encouraged by Goodyear’s openness to taking actions necessary to realize its full potential, and we are confided that our agreement enhances governance at Goodyear and ensures that the company will remain focused on long-term shareholder value creation.”

The agreement between Elliott and Goodyear will remain in place for one year, through July 25, 2024.