#USA #Harley-Davidson #Milwaukee #Jochen Zeitz #H Partners

Harley-Davidson's Response to Proxy Advisory Recommendations

On May 7, 2025, Harley-Davidson, Inc. made headlines by expressing their firm disagreement with recommendations from the proxy advisory firms Glass Lewis and Egan-Jones regarding the upcoming board elections. The company stressed the importance of supporting their nominated directors in contrast to the dissenting voices of these advisory firms.

In their statement, Harley-Davidson pointed out that the recommendations from Glass Lewis and Egan-Jones failed to appreciate the significant progress achieved under Harley's Hardwire strategic plan. Tom Linebarger, the Presiding Director, emphasized the board's strong governance practices and their effective oversight amidst challenging economic conditions. The company associates its success with its strategic vision and leadership, stating that it had outperformed peers during one of the most difficult periods in over a century of operations.

Central to this discourse is the assertion that the dissenting recommendations could introduce uncertainty at a crucial time of transition for Harley-Davidson. Glass Lewis noted in their report that the campaign initiated by H Partners introduces incremental uncertainty without a substantive alternative. This statement reinforces Harley's stance that understanding the current leadership dynamics is essential for shareholder confidence.

Harley-Davidson has urged its shareholders to vote “FOR ALL” of its director nominees using the WHITE proxy card in the upcoming shareholder meeting on May 14, 2025. The board believes this action is critical to ensure the continuity of valuable expertise within the organization and to safeguard the company's legacy.

The Risks of Not Supporting the Nominations

Harley-Davidson points out that withdrawing support for the current board members could jeopardize the wealth of institutional knowledge essential in selecting the most appropriate future CEO. The company highlights the pivotal roles played by key directors:

• - Jochen Zeitz: Known for his extensive background in business transformations, he has been significant in executing Harley's strategic plan and has witnessed increases in stock price during his tenure at PUMA.
• - Tom Linebarger: With a background in manufacturing, he has provided consistent leadership essential for launching impactful new products.
• - Sara Levinson: Her expansive experience with renowned brands grants her unique insights into international marketing and governance, making her an invaluable asset during this transition period.

Harley argues that the current directors bring expertise that is critical for navigating a CEO transition and for the company's strategic future. The company's robust performance metrics, which include significant shareholder returns, emphasize the efficiency of their governing strategies thus far.

CEO Search and Future Outlook

With the announcement of Jochen Zeitz's intention to retire, Harley's board has committed to a thorough search for the next CEO. They assert that shareholders should not settle for a candidate who lacks majority support from the board. By urging a vote for their nominees, Harley aims to ensure that the selected CEO aligns with the company's vision and is well-positioned for success.

The board maintains they have acted in the best interests of shareholders throughout this transitional phase, and they encourage every stakeholder to carefully consider the ramifications of their votes.

Finally, Harley-Davidson's call to action is clear: shareholders are encouraged to discard any conflicting blue proxy cards received from H Partners and prioritize the white card that supports the company’s director nominees. To enhance transparency about the nomination process and enhance shareholder engagement, Harley-Davidson has provided further details and assistance on their voting website.