Adds Three Mutually Agreed-Upon Independent Directors
Supported by Elliott
Establishes New Board Committee to Oversee Strategic and
Operational Review
AKRON,
Ohio, July 25, 2023 /PRNewswire/ -- The Goodyear
Tire & Rubber Company (NASDAQ: GT) ("Goodyear") today announced
enhancements to its Board of Directors in connection with a
cooperation agreement with Elliott Investment Management L.P.
(together with its affiliates, collectively "Elliott").
Three highly experienced business leaders, mutually agreed-upon
between Goodyear and Elliott, will join the Board effective
immediately:
- Joseph R. Hinrichs, President
& CEO, CSX Corporation
- Max H. Mitchell, President &
CEO, Crane Company
- Roger J. Wood, Former Co-CEO,
Tenneco
With these appointments, the Goodyear Board is composed of 15
directors, 13 of whom are independent. Goodyear will nominate up to
12 directors to stand for election at its 2024 annual meeting,
including the three new directors.
Further, as part of its agreement with Elliott, the Board is
establishing a Strategic and Operational Review Committee to
oversee and support the Board and management's review of various
strategic and operational alternatives to maximize sustainable
shareholder-value creation and build upon a number of initiatives
that Goodyear has been executing. The committee will be chaired by
Goodyear Chairman, CEO and President Richard J. Kramer, and will include James A. Firestone, Thomas L. Williams, Max
H. Mitchell and Roger J.
Wood. The committee reviews will be supported by Goodyear's
financial advisors and a leading consulting firm.
"We are pleased that our constructive dialogue with Elliott has
culminated in the appointment of three, high-quality, independent
directors," said Kramer. "Goodyear is committed to thoughtful and
ongoing Board refreshment to ensure we have directors in place with
relevant expertise and diverse perspectives to oversee our business
today and into the future. We look forward to benefitting from the
deep knowledge and experience Joe, Max and Roger bring to our Board
as we continue to focus on creating sustained shareholder
value."
"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," said Elliott Senior Portfolio Manager Marc Steinberg and Portfolio Manager
Austin Camporin. "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 confident that our agreement enhances governance at Goodyear
and ensures that the company will remain focused on long-term
shareholder-value creation."
The cooperation agreement that Goodyear has entered into with
Elliott contains customary standstill, voting, non-disparagement
and other provisions. A complete copy of the cooperation agreement
will be filed on Form 8-K with the U.S. Securities and Exchange
Commission.
Evercore, Lazard and Goldman Sachs are serving as financial
advisors to Goodyear, and Paul Weiss
is serving as legal counsel.
New Director Biographies
About Joseph R.
Hinrichs
Joseph R. Hinrichs is currently
President & CEO of CSX Corporation (Nasdaq: CSX) ("CSX"), a
leading supplier of rail-based freight transportation in
North America.
Prior to joining CSX in 2022, Mr. Hinrichs served as President
of Ford Motor Company's ("Ford") global automotive business,
where he led its $160-billion
automotive operations. As part of this role, he oversaw Ford's
global business units and the Ford and Lincoln brands, as well as
leading all of Ford's automotive skill teams across numerous
verticals, including Product Development, Purchasing,
Manufacturing, Labor Affairs, Marketing and Sales, Government
Affairs, Information Technology, and Sustainability, Safety and
Environmental Engineering. During his tenure at Ford, Mr. Hinrichs
also served as EVP & President of Global Operations, EVP &
President of the Americas, President of Asia Pacific and Africa, Chairman & CEO of Ford China, and
President & CEO of Ford Motor Company, Canada Ltd.
Mr. Hinrichs brings more than 30 years of experience in the
global automotive, manufacturing, and energy sectors to the
Goodyear Board. He brings an unwavering commitment to operational
excellence, extensive experience building global businesses through
investment in people and culture, and a deep understanding of
balancing safety and efficiency.
About Max H.
Mitchell
Max H. Mitchell is currently
President & CEO of Crane Company (NYSE: CR) ("Crane"), a
leading manufacturer of highly engineered components for
challenging, mission-critical applications focused on the
aerospace, defense, space and process industry end markets. Mr.
Mitchell was appointed to his current position in 2014.
Mr. Mitchell has also held positions at Crane including
Executive Vice President & Chief Operating Officer, President,
Fluid Handling Group and Vice President of Operational Excellence
for Crane NXT. He joined Crane in 2004. His prior experience also
includes Senior Vice President of Global Operations at Pentair Tool
Group from 2001 to 2004, as well as Vice President of Danaher
Corporation from 1996 to 2001.
Mr. Mitchell's expertise includes developing and driving
corporate strategy and optimizing portfolio results, extensive
knowledge of, and experience with, the global end markets, broad
international and domestic M&A expertise and driving a
performance-based culture.
Mr. Mitchell serves on the Board of Directors for Crane and
Crane NXT (NYSE: CXT).
About Roger J.
Wood
Roger J. Wood served as Co-CEO of
Tenneco, Inc., one of the world's leading designers, manufacturers
and marketers of automotive products for original equipment and
aftermarket customers, from 2018 to 2020.
Mr. Wood previously served as Chairman & CEO of Fallbrook
Technologies, having joined in April
2018. He also served as President & Chief Executive
Officer of Dana Holding Corporation ("Dana"), a leading global
supplier of highly engineered driveline, sealing and thermal
management technologies serving the light vehicle, commercial truck
and off-highway equipment markets. He joined Dana after a 26-year
career with BorgWarner Incorporated, a global product leader in
delivering innovative and sustainable mobility solutions, serving
most recently as executive vice president and group president for
the engine group.
Mr. Wood brings more than three decades of industry leadership
and expertise in global operations, and also serves on the Board of
Directors for PHINIA Incorporated and Brunswick Corporation.
About Goodyear
Goodyear is one of the world's largest tire companies. It
employs about 74,000 people and manufactures its products in 57
facilities in 23 countries around the world. Its two Innovation
Centers in Akron, Ohio, and
Colmar-Berg, Luxembourg, strive to
develop state-of-the-art products and services that set the
technology and performance standard for the industry. For more
information about Goodyear and its products, go to
https://www.goodyear.com/.
Forward-Looking Statements
Certain information contained in this press release constitutes
forward-looking statements for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995.
Forward-looking statements in this press release include references
to: statements and expectations regarding Goodyear's strategic and
operational review and Goodyear's expectation that it will help
ensure the company is well positioned for even greater success and
value creation in the future; Goodyear's commitment to ongoing
Board refreshment and the expected benefits therefrom; Goodyear's
belief that its shareholders will benefit greatly from the
experience of the newly appointed directors; Goodyear's position to
benefit from industry tailwinds and support profitable growth; and
Goodyear's continued efforts to maximize shareholder value. There
are a variety of factors, many of which are beyond our control,
that affect our operations, performance, business strategy and
results and could cause our actual results and experience to differ
materially from the assumptions, expectations and objectives
expressed in any forward-looking statements. These factors include,
but are not limited to: increases in the prices paid for raw
materials and energy; inflationary cost pressures; delays or
disruptions in our supply chain or the provision of services to us;
changes in tariffs, trade agreements or trade restrictions; our
ability to implement successfully our strategic initiatives;
actions and initiatives taken by both current and potential
competitors; deteriorating economic conditions or an inability to
access capital markets; a labor strike, work stoppage, labor
shortage or other similar event; work stoppages, financial
difficulties, labor shortages or supply disruptions at our
suppliers or customers; the adequacy of our capital expenditures;
foreign currency translation and transaction risks; our failure to
comply with a material covenant in our debt obligations; potential
adverse consequences of litigation involving the Company; as well
as the effects of more general factors such as changes in general
market, economic or political conditions or in legislation,
regulation or public policy. Additional factors are discussed in
our filings with the Securities and Exchange Commission, including
our annual report on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K. In addition, any forward-looking
statements represent our estimates only as of today and should not
be relied upon as representing our estimates as of any subsequent
date. While we may elect to update forward-looking statements at
some point in the future, we specifically disclaim any obligation
to do so, even if our estimates change.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/goodyear-announces-new-directors-and-strategic-and-operational-review-301885105.html
SOURCE The Goodyear Tire & Rubber Company