DEFA14A: Harley-Davidson Urges Shareholders to Vote for Director Nominees Amidst H Partners Campaign

Harley-Davidson is urging shareholders to vote for its director nominees at the upcoming annual meeting on May 14, 2025, amidst a campaign by H Partners.

Summary

• Harley-Davidson is urging shareholders to vote for its director nominees on the WHITE proxy card at the upcoming annual meeting on May 14, 2025.
• The company is at a critical juncture in its 120+-year history and is in the midst of a CEO search.
• H Partners' campaign is viewed as a threat to the progress made and the CEO search process.
• ISS has recommended that shareholders vote FOR ALL of Harley-Davidson's Director nominees.
• Harley-Davidson emphasizes that its strategy is working and that it has kept pace with peers after underperforming for several years.
• The company cautions about forward-looking statements and risks related to business plans, supply chain issues, market conditions, and the H Partners campaign.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While the company emphasizes its progress and the support from ISS, the ongoing proxy fight and uncertainties surrounding the CEO search introduce elements of risk and concern.

Positives

• Harley-Davidson's strategy is working, and it has kept pace with peers after underperforming for several years.
• ISS has recommended that shareholders vote FOR ALL of Harley-Davidson's Director nominees.
• The Board of Directors is in the midst of a rigorous process to identify a new leader for the Company.

Negatives

• H Partners' campaign is viewed as a threat to the progress made and the CEO search process.
• ISS believes H Partners ultimate goal is to engineer its desired outcome in the CEO search.

Risks

• The company cautions about forward-looking statements and risks related to business plans, supply chain issues, market conditions, and the H Partners campaign.
• Uncertainties regarding actions that have been taken and may in the future be taken by H Partners in furtherance of its campaign relating to the Companys 2025 annual meeting of shareholders and potential costs and management distraction attendant thereto.
• Potential impacts of macroeconomic conditions on the Company's business and results of operations.

Future Outlook

The company's future outlook is subject to risks and uncertainties regarding its ability to execute its business plans and strategies, manage supply chain issues, and react to changing market conditions.

Management Comments

• The Harley-Davidson Board of Directors stated that the company is at a critical juncture and needs shareholder support to protect the company's legacy and select a CEO with the right skills.
• The Board believes H Partners' campaign seeks to enable them to remove one-third of the Board and engineer the CEO search outcome they desire.

Industry Context

The announcement highlights a proxy fight, which is not uncommon in the corporate world, especially when there are disagreements about the company's strategy or leadership. The involvement of ISS as an independent proxy advisor is also typical in such situations.

Comparison to Industry Standards

• The document references Harley-Davidson's performance relative to its peers, noting that it has kept pace after underperforming for several years.
• However, it does not provide specific details or comparisons to individual companies or projects.

Stakeholder Impact

• The outcome of the proxy vote and the CEO search will impact shareholders, employees, and other stakeholders.
• The company emphasizes the importance of shareholder support to continue executing its transformation with the right leadership in place.

Next Steps

• Shareholders are urged to vote on the WHITE proxy card before the May 14, 2025 Annual Meeting.
• The Board of Directors will continue the CEO search process.

Key Dates

Keywords

Harley-Davidson, shareholders, proxy vote, H Partners, director nominees, annual meeting, CEO search, ISS, governance