SCHEDULE 13D/A: Harley-Davidson Director Resigns Amid Board Disagreements; Activist Investor H Partners' Standstill Set to Expire

A director at Harley-Davidson, Jared Dourdeville, has resigned citing disagreements with the board, while activist investor H Partners Management's standstill agreement is set to expire, potentially allowing for increased shareholder activism.

Summary

• H Partners Management, LLC and Rehan Jaffer beneficially own an aggregate of 11,300,000 shares of Harley-Davidson, Inc. common stock, representing approximately 9.1% of the 123,703,389 shares outstanding as of March 6, 2025.
• The aggregate purchase price for these shares was approximately $330,879,709, excluding brokerage commissions, and was funded by working capital.
• Jared Dourdeville, who had served as a director of Harley-Davidson since February 2022, submitted his resignation on April 5, 2025.
• Mr. Dourdeville's resignation cited disagreements with the Issuer's board of directors relating to, among other things, certain policies, practices, and procedures of the Board.
• In accordance with a Cooperation Agreement dated February 2, 2022, between the Issuer, the Reporting Persons, and Jared Dourdeville, H Partners' standstill obligations will expire on April 15, 2025.

Sentiment

Score: 3

Explanation: The resignation of a director due to stated disagreements with the board, coupled with the impending expiration of a standstill agreement with a significant activist investor, introduces uncertainty and potential for increased shareholder pressure, which is generally viewed negatively for corporate stability and investor confidence.

Positives

• The expiration of the standstill agreement on April 15, 2025, could be viewed as positive by H Partners Management, as it removes restrictions on their ability to engage in further shareholder activism or propose strategic changes.

Negatives

• The resignation of Jared Dourdeville, a director, due to "disagreements with the Issuer's board of directors relating to, among other things, certain policies, practices and procedures of the Board," indicates potential internal governance issues or strategic misalignment within the company's leadership.

Risks

• The expiration of H Partners' standstill obligations on April 15, 2025, means the activist investor will no longer be restricted from certain actions, potentially leading to increased shareholder activism, proxy contests, or demands for strategic changes, which could create uncertainty for management and other shareholders.
• Internal disagreements within the Board, as evidenced by the director's resignation, could signal instability or challenges in strategic direction and corporate governance, potentially impacting investor confidence.

Future Outlook

The expiration of H Partners' standstill obligations on April 15, 2025, indicates a potential shift in the relationship between the activist investor and Harley-Davidson's management, possibly leading to increased engagement or demands for strategic changes from H Partners. The resignation of a director due to disagreements also suggests potential ongoing internal discussions or challenges regarding the company's direction.

Management Comments

• Jared Dourdeville resigned citing "disagreements with the Issuer's board of directors (the 'Board') relating to, among other things, certain policies, practices and procedures of the Board."

Industry Context

This filing highlights a specific instance of shareholder activism and corporate governance challenges within a publicly traded company. It reflects the ongoing dynamic where activist investors seek to influence company strategy and board composition, a common occurrence across various industries, including manufacturing and consumer goods, as they aim to unlock shareholder value.

Comparison to Industry Standards

• The document does not provide specific financial or operational results that can be directly compared to industry benchmarks or competitors. The focus is on a change in board composition and an activist investor's position, which are internal corporate governance matters rather than performance metrics. Therefore, specific comparable companies, projects, or results cannot be listed.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders**: May face increased uncertainty due to board disagreements and the potential for renewed activist pressure from H Partners, which could influence share price and future strategic direction.
• **Management**: May experience increased scrutiny and pressure from H Partners post-standstill expiration, potentially requiring more engagement with the activist investor and addressing the issues that led to the director's resignation.

Next Steps

• H Partners' standstill obligations will expire on April 15, 2025, which may lead to further actions, proposals, or demands from the activist investor regarding Harley-Davidson's strategy or governance.

Key Dates

Recommendation

Keywords

Harley-Davidson, H Partners Management, Activist Investor, Board Resignation, Standstill Agreement, Corporate Governance, Shareholder Activism, SEC Filing, Schedule 13D