8-K: Harley-Davidson Director Resigns, Citing Concerns Over Leadership and Performance

Jared Dourdeville resigns from Harley-Davidson's board, expressing concerns over leadership, culture, and shareholder returns.

Summary

• Jared Dourdeville resigned from Harley-Davidson's board of directors on April 5, 2025.
• His resignation letter cited concerns about succession planning, board governance, working culture, and commercial execution.
• Dourdeville's letter demanded the immediate resignation of three other directors: Chairman and CEO Jochen Zeitz, Lead Independent Director Tom Linebarger, and long-tenured Board member Sara Levinson.
• Harley-Davidson responded by stating that Dourdeville had previously supported the current directors and the company's strategic plan, 'The Hardwire'.
• The company also noted that Dourdeville never voted against the director majority on any matter, except the CEO candidate decision.
• Harley-Davidson claims that Dourdeville's concerns about working culture were never raised during board meetings, despite the company using a widely publicized hybrid and remote working model since February 2022.
• The company also stated that voluntary employee turnover in 2024 was the lowest in the company's recorded history, and employee engagement was the highest since the survey started in 2021.
• The company acknowledged the challenging market environment but highlighted its better total shareholder return compared to most peers in the motorcycle and powersports industries.
• The company will continue its search for a new CEO and engage with H Partners as a significant shareholder.

Sentiment

Score: 3

Explanation: The document presents a negative sentiment due to the director's resignation and concerns about leadership and performance, despite the company's attempts to counter those concerns.

Positives

• Voluntary employee turnover at the Company in 2024 was the lowest in the Company's recorded history, with 2023 being the second lowest.
• Employee engagement in 2024 was the highest since the survey was started in 2021.
• The Company has delivered a better total shareholder return than all but one of its peers in the motorcycle and powersports industries.

Negatives

• Jared Dourdeville resigned from the board, citing concerns about leadership, culture, and shareholder returns.
• Dourdeville's resignation letter expressed 'grave concerns' about the company's current state and recommended the immediate resignation of three other directors.
• The company has not been able to achieve its financial ambitions given the extremely challenging market environment.
• Shareholder returns of the Company under current leadership show severe underperformance.

Risks

• The company faces risks and uncertainties that could cause actual results to differ materially from forward-looking statements, including the ability to execute its business plans and strategies.
• The company is in the final year of the Hardwire, its five-year strategic plan (2021-2025).
• The company is currently searching for a new Chief Executive Officer.

Future Outlook

The company is in the final year of its 'Hardwire' strategic plan and continues its search for a new CEO.

Management Comments

• The Board will continue to engage with H Partners as a significant shareholder but each Director will continue to exercise their independent judgement and comply with their fiduciary duties in all matters on behalf of all shareholders.

Industry Context

The document mentions an 'unprecedented downturn' in the motorcycle and powersports industries, impacting Harley-Davidson and its competitors.

Comparison to Industry Standards

• The document compares Harley-Davidson's total shareholder return to the S&P 500 and a self-reported peer group average.
• The document states that Harley-Davidson has delivered a better total shareholder return than all but one of its peers in the motorcycle and powersports industries.

Management Changes

Stakeholder Impact

• The resignation of a board member and the concerns raised could impact shareholder confidence.
• The search for a new CEO creates uncertainty for employees.
• The company's performance and strategic direction could affect customers and suppliers.

Next Steps

• The Company will provide Mr. Dourdeville with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
• The company continues its search for a new Chief Executive Officer.

Key Dates

Keywords

resignation, board of directors, Harley-Davidson, leadership, governance, shareholder return, CEO, Dourdeville, Hardwire