DEFA14A: Harley-Davidson Urges Shareholders to Vote White Proxy Card, Reject H Partners' Campaign

Harley-Davidson is urging shareholders to vote for its director nominees using the white proxy card and reject the campaign by H Partners at the upcoming annual meeting on May 14, 2025.

Summary

• Harley-Davidson is urging shareholders to vote using the WHITE proxy card for the company's director nominees at the upcoming May 14, 2025 annual meeting.
• The company is asking shareholders to discard any BLUE proxy cards they may receive from H Partners.
• Harley-Davidson believes H Partners' campaign is misguided and self-interested, aiming to remove one-third of the board and influence the CEO search.
• Institutional Shareholder Services (ISS) has recommended that shareholders vote FOR ALL of Harley-Davidson's director nominees.
• The company emphasizes that its 'Hardwire' strategy has had a positive impact after a period of underperformance.
• Harley-Davidson cautions that forward-looking statements are subject to risks and uncertainties, as detailed in their SEC filings.

Sentiment

Score: 6

Explanation: The document conveys a mixed sentiment. While it highlights the positive impact of the 'Hardwire' strategy and ISS's recommendation, it also addresses the challenges posed by H Partners' campaign and various risks and uncertainties. The overall tone is defensive and cautiously optimistic.

Positives

• ISS recommends shareholders vote for Harley-Davidson's director nominees.
• The 'Hardwire' strategy has positively impacted the company's trajectory.
• The board is actively working to protect the company's legacy and choose the next leader.

Negatives

• H Partners is running a campaign to remove one-third of the board and influence the CEO search.
• Harley-Davidson believes H Partners' campaign is self-interested and potentially harmful to shareholder value.
• The proxy fight could distract from the CEO search process.

Risks

• The company faces risks related to executing its business plans and strategies, including the 'Hardwire' strategic plan.
• Supply chain and logistics issues could impact performance.
• Changes in tariffs, market conditions, interest rates, and geopolitical environments pose risks.
• The company must successfully adapt to shifting global consumer needs and interests.
• The outcome of the H Partners campaign and potential costs and management distraction are uncertainties.
• Uncertainties regarding a potential third party investment in HDFS Harley-Davidson Financial Services.

Future Outlook

The company's future outlook depends on the successful execution of its 'Hardwire' strategic plan, managing various risks and uncertainties, and the outcome of the CEO search.

Management Comments

• The Board is working tirelessly to protect the Company's legacy and choose the Company's next leader.
• The strategy introduced by [CEO] Zeitz has had a positive impact on the trajectory of HOG.
• The criticisms levied by the dissident against Zeitz as CEO are overstated.

Industry Context

This announcement reflects a proxy battle, a relatively common occurrence in corporate governance where activist investors seek to influence company strategy and leadership. The outcome could impact Harley-Davidson's strategic direction and its ability to compete in the evolving motorcycle market.

Comparison to Industry Standards

• The document mentions that HOG has kept pace with peers, which is significant, as HOG dramatically underperformed peers for several years prior to introduction of the Hardwire strategy.
• The document does not provide specific details about which companies are considered peers or the exact metrics used for comparison.

Stakeholder Impact

• The outcome of the proxy vote will impact shareholders by influencing the company's strategic direction and leadership.
• Employees could be affected by changes in strategy or leadership.
• The company's performance impacts customers, suppliers, and creditors.

Next Steps

• Shareholders need to vote on the director nominees before the May 14, 2025 annual meeting.
• The company will continue to execute its 'Hardwire' strategic plan.
• The board will continue the CEO search process.

Key Dates

Keywords

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