DEFA14A: Harley-Davidson Responds to H Partners' Campaign Ahead of 2025 Annual Meeting

Harley-Davidson defends its CEO search process and criticizes H Partners' actions as destructive and misleading in a statement released ahead of the 2025 annual meeting of shareholders.

Summary

• Harley-Davidson issued a media statement on April 24, 2025, addressing concerns raised by H Partners regarding the company's direction.
• The statement defends the company's CEO search process, stating it has been underway for months and aims to find a leader with the right experience, skills, vision, and understanding of Harley-Davidson's brand and culture.
• Harley-Davidson criticizes H Partners, alleging that they disclosed confidential board information and launched a misleading campaign after their preferred CEO candidate was not supported by the board.
• The company cautions against forward-looking statements, citing various risks and uncertainties that could impact future results, as detailed in their SEC filings.
• Harley-Davidson urges investors to read the definitive proxy statement and related documents filed with the SEC for important information about the upcoming annual meeting.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While Harley-Davidson defends its position, the conflict with H Partners introduces uncertainty. The cautionary language regarding forward-looking statements further tempers any positive outlook.

Positives

• Harley-Davidson is actively engaged in a comprehensive CEO search.
• The company is transparent about potential risks and uncertainties by referencing SEC filings.

Negatives

• The dispute with H Partners suggests internal conflict and potential instability.
• The company accuses H Partners of disclosing confidential information and running a misleading campaign.

Risks

• The company's ability to execute its business plans and strategies, including the Hardwire strategic plan, is a risk.
• Supply chain and logistics issues could impact performance.
• Changes in tariffs, market conditions, interest rates, and geopolitical environments pose risks.
• Maintaining and enhancing the Harley-Davidson brand value is crucial.
• The company faces risks related to general economic and business conditions.
• Developing and successfully introducing new products, services, and experiences is essential.
• Realizing the expected benefits from LiveWire operating as a separate business is a risk.
• Retaining and attracting talented employees and leadership is important.
• Actions taken by H Partners and associated costs and management distraction are risks.

Future Outlook

The company's future performance is subject to various risks and uncertainties, including those related to business plans, supply chain issues, market conditions, and competition. Harley-Davidson disclaims any obligation to update forward-looking statements.

Management Comments

• Harley-Davidson states that H Partners' executive on the board supported the current CEO and voted in favor of all current directors standing for re-election until recently.
• The company believes H Partners cannot be trusted to appoint effective directors accountable to all shareholders.
• Harley-Davidson is committed to finding a leader who combines the right experience, skills, vision and an understanding of Harley-Davidson's brand and culture.

Industry Context

The announcement reflects a potential activist investor situation, where H Partners is attempting to influence the direction of Harley-Davidson. This is a common occurrence in the corporate world, as investors seek to maximize shareholder value. The outcome of the proxy vote will determine the level of influence H Partners will have on the company's future.

Comparison to Industry Standards

• It's difficult to compare this situation directly to industry standards without knowing the specific details of H Partners' proposals and Harley-Davidson's performance metrics.
• Activist investor campaigns are common across various industries, with examples including Carl Icahn's involvement with companies like Xerox and Nelson Peltz's engagement with companies like Procter & Gamble.
• The success of these campaigns often depends on the specific circumstances of the company and the credibility of the activist investor's proposals.

Stakeholder Impact

• The outcome of the proxy vote could impact shareholders by influencing the company's strategic direction.
• The CEO search will affect employees and management.
• The company's performance will ultimately impact customers and suppliers.

Next Steps

• Shareholders will vote on the election of directors at the 2025 annual meeting.
• Harley-Davidson will continue its CEO search process.
• The company will monitor and respond to any further actions taken by H Partners.

Key Dates

Keywords

Harley-Davidson, H Partners, CEO search, proxy statement, annual meeting, forward-looking statements, shareholders, governance