PROPOSAL TO APPROVE THE 2014 INCENTIVE COMPENSATION PLAN

On March 20, 2014, upon the recommendation of the Compensation Committee of the Board of Directors (the “Compensation Committee”), the Board of Directors unanimously approved and adopted the Cooper Tire & Rubber Company 2014 Incentive Compensation Plan (the “2014 Plan”), subject to stockholder approval of the 2014 Plan at the Annual Meeting. If the 2014 Plan is approved, the 2014 Plan will replace the Cooper Tire & Rubber Company 2010 Incentive Compensation Plan (the “2010 Plan”).

Our stockholders previously approved the 2010 Plan, which currently allows the Company to grant stock options to purchase shares of Common Stock (“Stock Options”), stock awards (“Stock Awards”) (including awards of restricted shares (“Restricted Shares”)), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance units (“Performance Units”), dividend equivalents (“Dividend Equivalents”), performance awards (“Performance Awards”), and other awards (“Other Awards”) to officers, employees and non-employee directors. The 2010 Plan is the only plan pursuant to which stock-settled awards can be granted. If our stockholders approve the 2014 Plan, no further awards will be made under the 2010 Plan. In the event that our stockholders do not approve the 2014 Plan, then it will not become effective, no awards will be granted under the 2014 Plan and the 2010 Plan will continue in accordance with its terms as previously approved by our stockholders.

In connection with the approval of the 2014 Plan, the stockholders are also being asked to approve the criteria for each of the performance goals listed under the 2014 Plan (“Performance Goals”), pursuant to which the Compensation Committee may make payments which meet the requirements for “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

In connection with the New York Stock Exchange’s (the “NYSE”) listing standards and for purposes of Section 162(m) under the Code, approval of the 2014 Plan, including the Performance Goals, at the Annual Meeting requires the affirmative vote of a majority of the votes cast, in person or by proxy, at the Annual Meeting.

Why the Company Believes You Should Vote for Agenda Item 3

The 2014 Plan authorizes the Compensation Committee to provide equity-based compensation in the form of Stock Options, Stock Awards (including awards of Restricted Shares), SARs, RSUs, Performance Units, Dividend Equivalents, Performance Awards, substitute awards (“Substitute Awards”), and Other Awards for the purpose of providing our officers, employees and non-employee directors (and those of our subsidiaries) incentives and rewards for performance. The 2014 Plan also authorizes the Compensation Committee to provide cash incentive awards to these same potential participants. Certain of the key features of the 2014 Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below.

We believe an important goal of the Company for its stockholders is attracting, motivating and retaining high quality employees and directors. The ability to provide equity-based and/or incentive-based awards under the 2014 Plan is critical to achieving this goal. We also believe that the use of our stock as part of our compensation program fosters a pay-for-performance culture that is an important element of our overall compensation philosophy. Equity compensation also aligns the compensation interests of our directors and employees with the investment interests of our stockholders and promotes a focus on long-term value creation because our equity compensation awards can be subject to vesting and/or performance criteria.

The following includes information, as of February 28, 2014, regarding the total number of shares and dilution associated with existing outstanding awards under the 2010 Plan. In addition, the information includes, as of February 28, 2014, the total shares subject to existing awards under the 2010 Plan, plus the proposed shares available for issuance under the 2014 Plan assuming the 2014 Plan is approved by stockholders at the Annual Meeting. As of February 28, 2014, there were approximately 65,292,278 of our shares of Common Stock outstanding.

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Based on the closing price on NYSE for our common stock on February 28, 2014, of $24.93 per share, the aggregate market value as of February 28, 2014, of the 3,000,000 shares requested for issuance under the 2014 Plan (which, as described below, includes shares authorized for issuance under the 2010 Plan but which remain unissued and are not subject to outstanding awards under the 2010 Plan) was $74,790,000. In 2011, 2012 and 2013, we granted awards under the 2010 Plan covering 508,368 shares, 1,029,993 shares, and 749,299 shares, respectively.

If the 2014 Plan is approved, we intend to utilize the shares authorized under the 2014 Plan to continue our practice of incentivizing key individuals through annual equity grants. We anticipate that the shares requested in connection with the approval of the 2014 Plan will provide for awards for approximately five years, based on our historic grant rates and the approximate current stock price, but could last for a shorter period of time if actual practice does not match historic rates or our share price changes materially. As noted in “2014 Plan Highlights” and elsewhere in this proxy, our Compensation Committee retains full discretion under the 2014 Plan to determine the number and amount of awards to be granted under the 2014 Plan, subject to the terms of the 2014 Plan, and future benefits that may be received by participants under the 2014 Plan are not determinable at this time.

In considering this Agenda Item 3, stockholders should consider the factors set forth under 2014 Plan Highlights below as well as the other information set forth in this proxy, including the Compensation Discussion and Analysis on page 20.

The Board of Directors recommends that stockholders vote FOR the approval of the Cooper Tire & Rubber Company 2014 Incentive Compensation Plan.

The complete text of the 2014 Plan is attached to this proxy statement as Appendix A. The following is a summary of the key terms of the 2014 Plan, which is qualified in its entirety by reference to the text of the 2014 Plan.

2014 Plan Highlights

General Terms. Under the 2014 Plan, the Compensation Committee is authorized to make awards to eligible individuals in the form of (1) Common Stock (including Restricted Shares), (2) RSUs, (3) Stock Options, (4) SARs; (5) Performance Units, (6) Dividend Equivalents, (7) Performance Awards, (8) Other Awards, and (9) Substitute Awards. The Compensation Committee will oversee and administer the 2014 Plan and make awards and grants under it. The Compensation Committee may also in certain circumstances delegate authority to administer the 2014 Plan to officers and members of the Compensation Committee and Board of Directors. The 2014 Plan allows the Compensation Committee to grant annual and long-term performance cash and stock awards that meet the criteria for “qualified performance-based compensation” under Section 162(m) of the Code.

Shares Available Under the Plan. The Company’s ability to issue shares of Common Stock under the 2014 Plan is subject to a number of limits set forth in the 2014 Plan. The number of shares of Common Stock that may be issued or transferred (1) as Common Stock, including Restricted Shares, (2) as RSUs, (3) upon the exercise of Stock Options, (4) upon the exercise of SARs, (5) in payment of Performance Awards or Performance Units that have been earned, (6) in payment of Dividend Equivalents paid with respect to awards made under the 2014 Plan, (7) as Other Awards, or (8) as Substitute Awards, may not exceed a total of 3,000,000 shares authorized for issuance under the 2014 Plan, of which amount includes, as of February 28, 2014, 1,401,418 shares originally authorized for issuance and which remain unissued and are not subject to outstanding awards under the 2010 Plan (plus any Common Stock

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relating to awards that expire or are forfeited or cancelled under the 2014 Plan) (the “Plan Limit”), subject to adjustment pursuant to the terms of the 2014 Plan. In addition, if any shares of Common Stock subject to an award granted under the 2010 Plan, the Cooper Tire & Rubber Company 2006 Incentive Compensation Plan, the Cooper Tire & Rubber Company 1998 Non-Employee Directors Compensation Deferral Plan and the Cooper Tire & Rubber Company 2002 Non-Employee Directors Stock Option Plan (collectively, the “Predecessor Plans”) are forfeited, or an award granted under the Predecessor Plans is cancelled or forfeited, expires or is settled for cash, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration or cash settlement, be available for issuance or transfer under the 2014 Plan.

If shares of Common Stock are tendered in payment of the exercise price of a Stock Option, only the number of shares of Common Stock actually issued or transferred to the participants upon exercise of the Stock Option reduced by the number of shares of Common Stock tendered in payment of the exercise price shall be counted against the Plan Limit. If shares of Common Stock are withheld by the Company to satisfy the tax withholding obligation, only the number of shares of Common Stock actually issued or transferred to the participants shall be counted against the Plan Limit. Furthermore, to the extent that Stock Appreciation Rights are exercised and settled in shares of Common Stock, only the number of shares of Common Stock that are actually issued or transferred to the participants upon exercise of the Stock Appreciation Right shall be considered issued or transferred pursuant to the 2014 Plan.

To satisfy the requirements of Section 162(m) of the Code, no eligible individual may receive under the 2014 Plan in any calendar year Stock Options or Stock Appreciation Rights covering more than 1,000,000 shares. Furthermore, no participant may be granted Performance Awards denominated in Common Stock for more than 1,000,000 shares of Common Stock during any calendar year; and no performance payment to a participant for any performance period of 12 months or less with respect to a Performance Award denominated in cash may exceed $5,000,000 ($10,000,000 for periods exceeding 12 months) as further described under “Performance Awards” below. Furthermore, no participant who is a Non-Employee Director may receive in any calendar year Common Stock-based awards under the 2014 Plan for, in the aggregate, more than 20,000 shares of Common Stock. The limits described above are subject to adjustment by the Compensation Committee in the event of a merger, consolidation, stock dividend, stock split, or other event affecting the Common Stock.

Eligibility. Officers, employees, and Non-Employee Directors of the Company or any of its subsidiaries are eligible to receive awards under the 2014 Plan. As of March 1, 2014, there were approximately 13,270 individuals eligible to participate in the 2014 Plan. In addition, any person who has agreed to begin serving as an officer or employee within 30 days of the date of grant is eligible to be selected by the Compensation Committee to receive benefits under the 2014 Plan. It is contemplated that the Compensation Committee will also authorize the Chief Executive Officer to make awards of shares to employees in recognition of superior service and contribution to the success of the Company (“Recognition Awards”). The Compensation Committee will make and authorize grants to individuals on the basis of management objectives.

The 2014 Plan contemplates the following types of awards:

Stock Options. Stock Options may be either non-qualified Stock Options or Incentive Stock Options within the meaning of Section 422 of the Code. Incentive Stock Options may only be granted to eligible individuals who meet the definition of “employee” under Section 3401(c) of the Code. Stock Options entitle the participant to purchase shares of Common Stock at a predetermined price per share, which, except in the case of Stock Options which are Substitute Awards, may not be less than the market value of a share at the date of grant. Except for adjustments made in connection with a corporate transaction such as a merger, consolidation, stock dividend or recapitalization, the Compensation Committee may not reduce the exercise price of a Stock Option without stockholder approval. Each grant will specify whether the exercise price will be payable (1) in cash at the time of exercise, (2) by the transfer to the Company of shares of Common Stock owned by the participant and having a value at the time of exercise equal to the exercise price, (3) if authorized by the Compensation Committee, by the delivery of Restricted Shares or other forfeitable shares of Common Stock, other vested Stock Options or Performance Units, or (4) by a combination of those payment methods. To the extent permitted by law, grants may provide for the deferred payment of the exercise price from the proceeds of sale through a broker on the date of exercise of some or all of the shares of Common Stock to which the exercise relates.

No Stock Options may be exercisable more than ten years from the date of grant.

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Each grant must specify the period of continuous service with the Company that is required before the Stock Options become exercisable. In addition, grants may provide for the earlier exercise of a Stock Option in the event of termination of employment or service, as applicable, or a change in control of the Company. In order to comply with the provisions of the Code, grants of Incentive Stock Options to an individual in any calendar year for the purchase of shares of Common Stock may not exceed a value in the aggregate of more than $100,000 at the date of grant.

Stock Awards. Stock Awards (including without limitation Restricted Shares) generally consist of one or more shares of Common Stock granted to a participant for no consideration or sold to a participant for a stated amount and may be granted in lieu of other compensation or benefits payable to a participant in the settlement of a previously granted award. Stock Awards may be subject to restrictions on transfer and to vesting conditions, as the Compensation Committee may determine.

Stock Appreciation Rights. Awards of Stock Appreciation Rights may be granted in tandem with or in connection to all or any part of a Stock Option, either concurrently with the grant of a Stock Option or at any time thereafter during the term of the Stock Option, or may be granted independently of Stock Options; provided, however, that in the case of Incentive Stock Options, Stock Appreciation Rights may be granted only at the time such Stock Options are granted and may only be exercised when the value of the shares of Common Stock subject to the Incentive Stock Option exceeds the option price of the Stock Option. Stock Appreciation Rights granted in tandem with Stock Options will terminate and no longer be exercisable upon termination or exercise of the related Stock Options. Upon the exercise of Stock Appreciation Rights granted in tandem with Stock Options, the related Stock Option will be cancelled. A Stock Appreciation Right granted without a related Stock Option will be exercisable, in whole or in part, at such time as specified by the Compensation Committee. No Stock Appreciation Right may, however, be exercised after the tenth (10th) anniversary of the date of its grant.

The exercise price of a Stock Appreciation Right may not be less than 100% of the fair market value of the shares subject to the Stock Appreciation Right on the date of grant, except in the case of Substitute Awards. The Compensation Committee may not reduce the exercise price of a Stock Appreciation Right after it has been granted without stockholder approval, except for adjustments made in connection with a corporate transaction such as a merger, consolidation, stock dividend or recapitalization. Each Stock Appreciation Right grant may, in the Compensation Committee’s discretion, provide for earlier exercise in the event of termination of employment or service, as applicable, or a change of control of the Company.

Upon exercise, the holder of the Stock Appreciation Right will receive from the Company an amount equal to the excess of the market value of the shares subject to the Stock Appreciation Right on the date of exercise over the exercise price. The Company’s payment obligation may be paid in shares of Common Stock, in cash, or any combination thereof, as the Compensation Committee may determine.

Restricted Shares and RSUs. An award of Restricted Shares involves the immediate transfer of ownership of a specific number of shares of Common Stock by the Company to a participant in consideration of the performance of services or at a purchase price determined by the Compensation Committee. The participant is immediately entitled to voting, dividend, and other ownership rights in such shares.

Each RSU represents the right of a participant to receive the value of one share of Common Stock at a payment date specified in connection with the grant of the unit, subject to the terms and conditions established by the Compensation Committee. When these terms and conditions are satisfied, RSUs will be payable, at the discretion of the Compensation Committee, in cash, shares of Common Stock, or both.

Each grant or sale of Restricted Shares must be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Compensation Committee. An example would be a provision that the Restricted Shares would be forfeited if the participant ceased to serve as an officer or employee of the Company during a specified period of years. If service alone is the criterion for non-forfeiture, the period of service must be at least three years, except that nonforfeitability may occur ratably during a three-year (or a longer) period as determined by the Compensation Committee. However, if other Performance Goals are included, non-forfeiture may occur one year from the date of grant. In any event, up to 10% of the maximum number of shares of Common Stock that may be issued or transferred under the 2014 Plan may be used for awards of Restricted Shares or RSUs that do not comply with the applicable three-year or one-year minimum vesting requirements set forth above. In order to enforce these forfeiture provisions, the transferability of Restricted Shares and RSUs will be prohibited or

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restricted in a manner and to the extent prescribed by the Compensation Committee for the period during which the forfeiture provisions are to continue. The Compensation Committee may also require the automatic deferral and reinvestment (in additional Restricted Shares) of any or all dividends, Dividend Equivalents, or other distributions paid on the award during which forfeiture provisions are to continue. Additionally, the Compensation Committee may provide for a shorter period during which the forfeiture provisions are to apply in the event of termination of employment or service, as applicable, or a change of control of the Company.

Performance Units. Performance Units may be granted as fixed or variable shares, or dollar-denominated units, subject to such conditions of vesting and time of payment as the Compensation Committee may determine. Performance Units will be payable, at the discretion of the Compensation Committee, in cash, shares of Common Stock, other incentive awards granted under the 2014 Plan, other property, or any combination thereof. Awards of Performance Units may be subject to adjustment to reflect changes in a participant’s compensation or other factors. However, no adjustments will be made to a “covered employee” within the meaning of Section 162(m) of the Code if such action would result in a loss to the Company of an available exemption under such provision.

Dividend Equivalents. Each Dividend Equivalent granted under the 2014 Plan generally entitles a participant to receive the value of any dividends paid in respect of a share of Common Stock. The Compensation Committee may also specify that the Dividend Equivalents be paid or distributed when they have accrued and may be paid in cash, additional shares of Common Stock, other incentive awards granted under the 2014 Plan, other property, or any combination thereof, and may be deemed reinvested in additional shares of Common Stock, or other investment vehicles as the Compensation Committee may determine. These awards may be awarded on a free-standing basis or in connection with another award and may be subject to the same terms and conditions as the awards with which the Dividend Equivalents were granted. Alternatively, the Dividend Equivalents may be subject to different terms and conditions, as the Compensation Committee may specify. Dividend Equivalents may not, however, be granted with respect to Stock Options or Stock Appreciation Rights.

Other Awards. The 2014 Plan also authorizes the Compensation Committee to fashion other types of equity and non-equity based awards and gives the Compensation Committee discretion to specify the terms and provisions of such Other Awards. Other Awards may be based upon Performance Goals, the value of a share of Common Stock, the value of other securities of the Company, such as preferred stock, debentures, convertible debt securities, warrants, or other criteria that the Compensation Committee specifies. Other Awards may be granted in the place of other compensation or benefits a participant would ordinarily be entitled to receive or in settlement of awards the Compensation Committee has previously granted to the participant under the 2014 Plan.

Performance Awards. The 2014 Plan permits the Compensation Committee to establish one or more performance periods and to provide for performance payments to participants upon the achievement of the targets for one or more Performance Goals applicable to the performance period. Performance Awards may take the form of any other Awards or an annual or long- term cash incentive bonus. A performance period may be for a duration of time designated by the Compensation Committee. The 2014 Plan also allows the Compensation Committee to establish consecutive or overlapping performance periods. The performance period may be subject to earlier termination in the event of termination of employment or service, as applicable, or a change in control of the Company. Performance payments are intended to qualify as “qualified performance-based compensation” for purposes of Section 162(m) of the Code and to be fully deductible for federal income tax purposes by the Company. A minimum level of acceptable achievement may also be established by the Compensation Committee. If, by the end of the performance period, the participant has achieved the specified Performance Goals, the participant will be deemed to have fully earned the Performance Award.

The Performance Goals and targets established by the Compensation Committee for a given performance period shall be established prior to, or reasonably promptly following, the beginning of a performance period. To the extent required by Section 162(m) of the Code, the Performance Goals and targets shall be established no later than the earlier of the date that is ninety (90) days after the beginning of the performance period or the day prior to the date on which 25% of the performance period has elapsed. At the time that the Compensation Committee establishes the Performance Goals and targets for a specified performance period, the Compensation Committee shall also specify (1) the target payments that will be payable if the participant achieves the specified target, (2) the target payments that will be payable, if any, if the participant exceeds the specified target, and (3) the amount by which the target payments will be reduced if the performance is less than the target established for a specified performance period.

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To the extent earned, the Performance Awards will be paid to the participant at the time and in the manner determined by the Compensation Committee in cash, shares of Common Stock, Other Awards granted under the 2014 Plan, other property, or in any combination of those methods. The Compensation Committee may also permit a participant to defer receipt of a performance payment or may require the mandatory deferral of some or all of a performance payment if the Compensation Committee has established rules and procedures relating to such deferrals in a manner intended to comply with Section 409A of the Code. Following the completion of a performance period, the 2014 Plan requires the Compensation Committee to certify whether the applicable performance targets have been achieved and to determine the amount of the performance payment to be made to a participant for the performance period.

The maximum value of a performance payment that may be made to a participant with respect to a Performance Award denominated in cash for any performance period of twelve months or less is $5,000,000 ($10,000,000 for any periods exceeding twelve months).

Performance Goals. The 2014 Plan requires that the Compensation Committee establish Performance Goals for Performance Awards. In addition, if the Compensation Committee so chooses, Stock Options, Stock Appreciation Rights, Stock Awards, Restricted Shares, Performance Units, and Other Awards may also specify Performance Goals. Performance Goals may be described either in terms of Company-wide objectives, individual participant objectives, objectives related to performance of one or more operating units, divisions, subsidiaries, acquired businesses, minority investments, partnerships, or joint ventures in which the participant is employed or relative to the performance of other corporations. Performance Goals applicable to any award may include asset turnover, capacity utilization, cash flow, customer satisfaction, earnings growth, earnings per share, economic value added, environmental health and safety, expenses, increase in the Fair Market Value of shares of Common Stock, market share, net income, net operating income, net operating profit, operating profit margin, pretax profits, pretax operating income, quality, revenue growth, return on capital, return on sales, return on equity, return on assets managed, return on investment, return on invested capital, sales margin, sales volume, total return to stockholders, working capital, profit margins, liquidity measures, or other operational measures and strategic goals.

Change in Control . The 2014 Plan includes a definition of “change in control.” Generally, unless otherwise prescribed by the Compensation Committee, a change in control will be deemed to have occurred upon the occurrence of any of the following events:

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Transferability. No award granted or amount payable under the 2014 Plan is transferable by a participant other than by will or the laws of descent and distribution. No award may be transferred in exchange for consideration except in connection with adjustments made as a result of a corporate transaction such as a merger, consolidation, stock dividend or recapitalization. Except as otherwise determined by the Compensation Committee, Stock Options are exercisable during the participant’s lifetime only by him or her.

The Compensation Committee may specify at the date of grant that part or all of the shares of Common Stock that are to be issued or transferred by the Company upon exercise of Stock Options, upon payment under any grant of Performance Awards or Performance Units, or no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in the 2014 Plan, shall be subject to further restrictions on transfer.

Adjustments. The maximum number of shares of Common Stock covered by outstanding Stock Awards, Stock Options, Performance Awards, and Restricted Shares granted under the 2014 Plan, and the prices per share applicable to those shares, are subject to adjustment in the event of stock dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, spin-offs, reorganizations, liquidations, issuances of rights or warrants, and similar events. In the event of any such transaction or in the event of a Change in Control, the Compensation Committee is given discretion to provide a substitution of alternative consideration for any or all outstanding awards under the 2014 Plan, as it in good faith determines to be equitable under the circumstances, and may require the surrender of all awards so replaced. The Compensation Committee may also make or provide for adjustments in the numerical limitations under the 2014 Plan as the Compensation Committee may determine appropriate to reflect any of the foregoing transactions or events. In addition, for each Stock Option or Stock Appreciation Right with an exercise price greater than the consideration offered in connection with any of the foregoing transactions or events or in the event of a Change in Control, the Compensation Committee may in its sole discretion elect to cancel such Stock Option or Stock Appreciation Right without any payment to the person holding such Stock Option or Stock Appreciation Right.

Administration. The Compensation Committee administers the 2014 Plan and has the authority to select the participants from those eligible under the 2014 Plan. The Compensation Committee determines the type, number, and other terms and conditions of the awards. The Compensation Committee may prescribe award documents, establish rules and regulations for the administration of the 2014 Plan, construe and interpret the 2014 Plan and the award documents, and make all other decisions or interpretations as the Compensation Committee may deem necessary. The Compensation Committee may make awards to participants under any or a combination of all of the various categories of awards that are authorized under the 2014 Plan, or in its discretion, make no awards. At or after the time of grant of an award, the Compensation Committee may determine the vesting, exercisability, payment, and other restrictions that apply to the award. The Compensation Committee will also have authority, at or after the time of grant, to determine the effect, if any, that a participant’s termination of employment or service or a change of control of the Company will have on the vesting and exercisability of an award. In accordance with rules and procedures established by the Compensation Committee, the Compensation Committee may permit a participant to defer some or all of an award at the time of grant and may also require mandatory deferrals of a portion of an award in excess of an amount specified by the Compensation Committee. The Compensation Committee may delegate its responsibility with respect to administration of the 2014 Plan to officers of the Company, members of the Compensation Committee or members of the Board of Directors. The Compensation Committee may not, however, delegate its authority to make awards to individuals subject to Section 16 of the Securities Exchange Act of 1934 or to make awards intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code.

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Amendment and Termination. To the extent permitted by Section 409A of the Code, the Board of Directors or the Compensation Committee may, at any time, terminate or, from time to time, amend, modify, or suspend the 2014 Plan. However, any amendment that must be approved by the stockholders of the Company in order to comply with applicable law or the rules of the principal national securities exchange or quotation system upon which the Common Stock is traded or quoted will not be effective unless and until such approval has been obtained in compliance with those applicable laws or rules. These amendments would include any increase in the number of shares available for issuance or certain other increases in awards available under the 2014 Plan (except for increases caused by adjustments made pursuant to the 2014 Plan). In addition, no repricing of underwater stock options of SARs (i.e., an amendment or a stock option of SAR to reduce the exercise price or any cancellation of any stock option or SAR in exchange for cash or other awards having a lower exercise price), but not including any adjustment described in “Adjustments” above may be effected without the approval of the stockholders of the Company. Presentation of the 2014 Plan or any amendment of the 2014 Plan for stockholder approval is not to be construed to limit the Company’s authority to offer similar or dissimilar benefits through plans that are not subject to stockholder approval.

Withholding Taxes. To the extent that the Company or any subsidiary is required to withhold federal, state, local, or foreign taxes in connection with any payment made or benefit realized by a participant under the 2014 Plan, and the amounts available to the Company or any subsidiary for that withholding are insufficient, it is a condition to the receipt of payment or the realization of the benefit that the participant make arrangements satisfactory to the Company for payment of the balance of those taxes required to be withheld, which arrangements (in the discretion of the Compensation Committee) may include relinquishment of a portion of that benefit. No Common Stock or benefit withholding shall exceed the minimum required withholding.

Miscellaneous. The 2014 Plan does not confer on any participant a right to continued employment with the Company. The Compensation Committee may provide for special terms for awards to participants who are foreign nationals or who are employed by the Company outside the United States of America as the Compensation Committee may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. No grants shall be made under the 2014 Plan more than 10 years after the 2014 Plan is approved by stockholders.

Compliance with Section 409A of the Code. To the extent applicable, it is intended that the 2014 Plan and any grants made under the 2014 Plan comply with the provisions of Section 409A of the Code. Any reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

New Plan Benefits. No awards of any kind have yet been made under the 2014 Plan . Given the discretion of the Compensation Committee in administering the 2014 Plan, it is not possible to determine in advance whether awards will be granted or how any types of awards authorized under the 2014 Plan will be allocated among eligible participants.

For information regarding stock options granted to the Company’s Named Executive Officers during fiscal year 2013, see “Summary Compensation Table” on page 34 of this proxy statement, and for long-term performance awards granted to those individuals in 2013, see “Amounts Notionally Earned for 2013 Measurement Period” on page 28.

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FEDERAL INCOME TAX CONSEQUENCES

The following is a brief summary of some of the federal income tax consequences of certain transactions under the 2014 Plan based on federal income tax laws in effect on January 1, 2014. This summary is not intended to be complete and does not describe state, local, or foreign tax consequences.

Tax Consequences to Participants

Non-Qualified Stock Options. In general, (1) no income will be recognized by a participant at the time a non-qualified Stock Option is granted; (2) at the time of exercise of a non-qualified Stock Option, ordinary income will be recognized by the participant in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and (3) at the time of sale of shares acquired pursuant to the exercise of a non-qualified Stock Option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Incentive Stock Options. No income generally will be recognized by a participant upon the grant or exercise of an incentive Stock Option. The exercise of an Incentive Stock Option, however, may result in alternative minimum tax liability. If shares of Common Stock are issued to the participant pursuant to the exercise of an Incentive Stock Option, and if, no disqualifying disposition of such shares is made by such participant within two years after the date of grant or within one year after the transfer of such shares to the participant, then upon sale of such shares any amount realized in excess of the option price will be taxed to the participant as a long-term capital gain and any loss sustained will be a long-term capital loss.

If shares of Common Stock acquired upon the exercise of an Incentive Stock Option are disposed of prior to the expiration of either holding period described above, the participant generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

Stock Appreciation Rights. No income generally will be recognized by the recipient upon the grant of a Stock Appreciation Right. At the time of exercise, the recipient will recognize ordinary income in an amount equal to the difference between the exercise price of the Stock Appreciation Right and the value of the shares subject to the Stock Appreciation Right at the time of exercise.

Restricted Shares. The recipient of Restricted Shares generally will be subject to tax at ordinary income tax rates on the fair market value of the Restricted Shares (reduced by any amount paid by the participant for such Restricted Shares) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such, Restricted Shares. If a Section 83(b) election has not been made, any dividends received with respect to Restricted Shares that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.

RSUs. No income generally will be recognized upon the award of RSUs. Any subsequent transfer of unrestricted shares of Common Stock or cash in satisfaction of such award will generally result in the recipient recognizing ordinary income at the time of transfer, in an amount equal to the aggregate amount of cash and the fair market value of the unrestricted shares of Common Stock or other property received.

Performance Awards and Performance Units. No income generally will be recognized upon the grant of Performance Awards or Performance Units. Upon payment with respect to Performance Awards or Performance Units earned, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of Common Stock or other property received.

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Tax Consequences to the Company or Subsidiary

To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code, and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

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AGENDA ITEM 4

PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS,

NAMED EXECUTIVE OFFICER COMPENSATION

The Board of Directors is aware of the significant interest in executive compensation matters by investors and the general public. The Company is submitting this proposal, commonly known as a “say-on-pay” proposal, to stockholders. The Company is currently conducting say-on-pay votes every year and expects to hold the next say-on-pay vote in connection with its 2015 Annual Meeting of Stockholders. As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, or the Exchange Act, we are asking you to cast a non-binding advisory vote to approve the Company’s named executive officer compensation through the consideration of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Our Compensation Committee has overseen the development and implementation of a compensation program that is discussed more fully in “Compensation Discussion and Analysis” and “Executive Compensation,” including the summary tables and narrative sections of this proxy statement.

The Company’s compensation program emphasizes a pay-for-performance philosophy. Performance-based annual cash incentive and long-term incentive programs, collectively, are the majority of the targeted annual compensation for our named executive officers. These programs are designed to:

In executing a philosophy which begins with creating long-term value to stockholders, the Compensation Committee has established a framework for executive compensation that promotes a culture of performance and accountability with due consideration to risk management, transparency, and the need to adjust to rapidly changing market conditions. The program is heavily weighted toward pay at risk, with limited executive perquisites and benefits and clear line of sight to the link between important Company strategic goals and the rewards for achieving those objectives.

To further promote alignment with the interests of stockholders and a culture of enduring performance and accountability, the Company’s executives have stock ownership requirements and are bound by a clawback policy which allows for the recoupment of incentive payments in certain circumstances. The fully independent Compensation Committee believes that the executive compensation program is an essential factor in the Company’s strengthening of its leadership team and competitive position in the marketplace, both of which lead to business continuity and long-term value creation.

Because your vote is advisory, it will not be binding upon the Company, the Compensation Committee, or the Board of Directors. However, we value stockholders’ opinions, and the Board will carefully consider the outcome of the advisory vote on named executive officer compensation.

The Board of Directors recommends that the stockholders vote FOR approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers for fiscal year 2013.

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Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Cooper Tire’s executive compensation program for its named executive officers is driven by our financial and strategic goals and the principle of pay for performance. The compensation program primarily consists of a base salary and performance-based cash incentive and equity awards.

2013 Financial Results

Subsequent to establishing performance targets for 2013, the Company entered into a definitive merger agreement with Apollo Tyres Ltd., which resulted in the unforeseen events and challenges described in further detail in the Company’s Form 10-K. Despite failing to meet the performance targets that we set for 2013, it is worthy of note that the Company delivered the second best full-year operating profit in its 100-year history (excluding the divested automotive group). The actual results against the 2013 targets are as follows: