DEFA14A: Harley-Davidson Urges Shareholders to Vote for Director Nominees Amidst Strategic Transformation

Harley-Davidson is urging shareholders to vote for its director nominees at the upcoming annual meeting on May 14, 2025, highlighting progress in its 'Hardwire' strategic plan and value creation for shareholders.

Summary

• Harley-Davidson is encouraging shareholders to vote for all of its director nominees using the provided white proxy card.
• The company emphasizes the progress made in executing its 'Hardwire' strategic plan, which aims to transform the business for future profitable growth.
• Harley-Davidson reports achieving $257 million in productivity savings between 2022 and 2024, with expectations to reach $357 million by 2025 and $457 million by 2026, exceeding the initial target by 15%.
• The company has returned its highest profit category, U.S. Touring, to growth, achieving a 74.5% market share in 2024 with approximately 5% year-over-year growth.
• Dealer inventory was reduced by 4% in 4Q24 year-over-year and 19% compared to 3Q24.
• Harley-Davidson has expanded its capabilities for custom-built apparel and continued brand collaborations to connect with customers.
• The company launched the Pan America 1250 ST motorcycle and plans to introduce a new motorcycle in the small cruiser category in 2026.
• Harley-Davidson reports training over 1 million riders through its Riding Academy program and launching a new H-D membership offering with over 1 million members.
• The company highlights its success in performance racing, leading in King of the Baggers and winning the Super Hooligan category.
• Harley-Davidson achieved its lowest voluntary employee turnover in company history in 2024.
• LiveWire Group, Inc., a majority-owned subsidiary, experienced 46% year-over-year growth in global retail in 2024 and maintained a leading market share of 65% in the U.S. 50-plus horsepower on-road EV segment.

Sentiment

Score: 7

Explanation: The document presents a positive outlook on Harley-Davidson's strategic progress and financial performance. While it acknowledges risks and uncertainties, the overall tone is optimistic and supportive of the company's direction.

Positives

• The 'Hardwire' strategic plan is showing tangible results in terms of productivity savings and market share growth.
• Harley-Davidson is expanding its product offerings and customer engagement initiatives.
• The company is experiencing success in both traditional motorcycle segments and the electric vehicle market through LiveWire.
• Employee engagement is at its highest level since the survey was started in 2021, and employee turnover is at a record low.

Risks

• The document contains forward-looking statements that are subject to risks and uncertainties.
• These risks include the company's ability to execute its business plans, manage supply chain issues, and adapt to changing market conditions.
• 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 Company’s 2025 annual meeting of shareholders and potential costs and management distraction attendant thereto.

Future Outlook

Harley-Davidson aims to continue executing its 'Hardwire' strategic plan to drive profitable growth and create value for shareholders. The company expects to introduce a new motorcycle in the small cruiser category in 2026 and achieve further productivity savings.

Management Comments

• Our Board of Directors is focused on securing the Company's future while preserving the Company's legacy.
• Together, we are committed to driving innovation, delivering growth, and creating value for all shareholders.

Industry Context

Harley-Davidson's focus on electric vehicles through LiveWire aligns with the broader industry trend towards electrification. The company's efforts to expand its product offerings and customer engagement initiatives reflect a competitive landscape where manufacturers are seeking to attract new riders and retain existing customers.

Comparison to Industry Standards

• Harley-Davidson's leading market share in the U.S. Touring motorcycle category demonstrates its strong brand recognition and customer loyalty compared to competitors like Indian Motorcycle and BMW Motorrad.
• LiveWire's 65% market share in the US 50-plus horsepower on-road EV segment positions it as a leader in the electric motorcycle market, competing with brands like Zero Motorcycles and Energica.
• The company's focus on productivity savings and operational efficiency is a common theme among automotive and motorcycle manufacturers seeking to improve profitability and competitiveness, similar to initiatives undertaken by companies like Yamaha and Honda.

Stakeholder Impact

• Shareholders are expected to benefit from the company's strategic initiatives and improved financial performance.
• Employees may experience a more stable and engaging work environment due to the company's focus on employee engagement and retention.
• Customers can anticipate new and innovative products and services as Harley-Davidson continues to invest in its brand and customer experience.

Next Steps

• Shareholders are encouraged to vote on the director nominees before the May 14, 2025, Annual Meeting.
• Harley-Davidson will continue to execute its 'Hardwire' strategic plan and provide updates on its progress.

Key Dates

Keywords

Harley-Davidson, shareholders, Hardwire, strategic plan, director nominees, proxy vote, LiveWire, productivity savings, market share, electric vehicles