DEFA14A: Harley-Davidson Addresses Director Resignation and CEO Succession in Proxy Statement Supplement

Harley-Davidson issues a supplement to its proxy statement addressing a director's resignation, CEO succession planning, and urging shareholders to vote using the WHITE proxy card.

Summary

• Harley-Davidson has released a supplement to its proxy statement for the 2025 Annual Meeting of Shareholders.
• The supplement addresses the resignation of director nominee Jared Dourdeville, which reduced the board size from nine to eight members before being reinstated to nine.
• Lori Flees has been nominated for election as a director as part of the board's refreshment efforts.
• The board is actively searching for a new CEO, as Jochen Zeitz intends to retire in 2025 after five years in the role.
• Shareholders are urged to vote using the WHITE proxy card for all of Harley-Davidson's director nominees.
• Proxies received with instructions to vote for the election of Mr. Dourdeville to the Board will not be voted with respect to his election, but will continue to be voted as directed or otherwise as set forth therein and described in the Proxy Statement with respect to all other matters properly brought before the Annual Meeting.

Sentiment

Score: 7

Explanation: The document is neutral to positive. It addresses necessary corporate governance matters like director resignation and CEO succession planning, while emphasizing the board's commitment to finding strong leadership and executing its strategic plan. The call to action for shareholders to vote suggests confidence in the company's direction.

Positives

• The board is committed to refreshment, with three directors potentially being elected in the last four years.
• The board is actively engaged in succession planning for the CEO role.
• The company emphasizes the importance of shareholder votes and provides assistance through Innisfree M&A Incorporated.

Negatives

• The resignation of Jared Dourdeville required an adjustment to the board size and proxy materials.
• The company is in the process of searching for a new CEO, creating potential uncertainty during the transition.

Risks

• The company faces risks and uncertainties regarding its ability to execute its business plans and strategies, including the Hardwire strategic plan.
• There are risks associated with managing supply chain and logistics issues, tariffs, and changing market conditions.
• The company must successfully develop and introduce new products, services, and experiences.
• There are uncertainties regarding actions that have been taken and may in the future be taken by H Partners Management, LLC in furtherance of its campaign relating to the Annual Meeting and potential costs and management distraction attendant thereto.

Future Outlook

The company expects that Mr. Zeitz will remain Chief Executive Officer until the right successor is identified to ensure an orderly leadership transition that protects the interests of all the Company's stakeholders.

Management Comments

• The Board wants to ensure you make your voice heard and enable Harley-Davidson to continue to execute our transformation with the right leadership in place.
• We strongly urge you to vote for the entire slate of highly qualified and experienced Harley-Davidson Director nominees.
• The Board is grateful to Mr. Zeitz for his many significant contributions to the Company as Chief Executive Officer.

Industry Context

This announcement comes as companies are increasingly focused on board refreshment and CEO succession planning to ensure effective governance and strategic leadership.

Management Changes

Stakeholder Impact

• Shareholders are impacted by the director resignation and CEO succession planning, as these changes affect the company's leadership and strategic direction.
• Employees may be affected by the CEO transition, as a new leader could bring changes to the company's culture and operations.

Next Steps

• Shareholders are urged to vote using the WHITE proxy card.
• The board will continue its search for a new CEO.
• The company will hold its Annual Meeting on May 14, 2025.

Key Dates

Keywords

proxy statement, annual meeting, directors, CEO succession, Harley-Davidson, governance, shareholders, voting