ISS Calls for Harley-Davidson Shareholders to Support Proposed Director Nominees Ahead of Annual Meeting

ISS Backs Harley-Davidson Shareholders to Vote for Directors

In a significant development for Harley-Davidson, the prestigious proxy advisory firm Institutional Shareholder Services Inc. (ISS) has advised shareholders to vote "FOR ALL" of the motorcycle manufacturer’s director nominees. This recommendation comes ahead of the Company’s 2025 Annual Meeting of Shareholders, scheduled for May 14, 2025. Citing the strong leadership under current CEO Jochen Zeitz, ISS has concluded that opposition efforts by H Partners lack compelling justification.

A Strong Call To Action

The recommendation from ISS is particularly noteworthy considering the tumultuous context within the Company. H Partners, an investment group, has made claims advocating for changes in the board structure, suggesting a need for a revamp. However, ISS's analysis indicates that H Partners has failed to present a convincing argument for their proposed changes. They highlight that the strategic direction under Zeitz has stabilized the business, which was previously facing substantial challenges.

"The strategy introduced by Zeitz has positively impacted the trajectory of HOG (Harley-Davidson), which was in decline prior to his leadership," stated ISS in their report. The firm emphasized the importance of board stability and how the disrupted CEO search process could harm future growth and shareholder value.

Progress Made Under Current Leadership

Under Jochen Zeitz, Harley-Davidson has embarked on a transformative journey, moving from a period of decline to a renewed focus on core operational strengths and streamlining the Company’s strategies. The Hardwire Strategic Plan has been highlighted as a major element of their turnaround, resulting in improved performance relative to peers.

ISS noted, "HOG has kept pace with peers after several years of underperformance, which underscores the importance of continuing with the current board members who understand the nuances of the motorcycle industry."

The significance of the upcoming shareholder vote cannot be understated. It represents not just a decision on the board’s makeup but a broader vote of confidence in the Company’s strategic direction. The board, therefore, urges all shareholders to cast their votes using the WHITE proxy card in favor of the existing nominated directors.

Addressing Distractions from Opposition

The board expressed concerns regarding the distractions caused by the dissenting campaign led by H Partners. According to ISS, the pushback against the current directors seems more like an attempt driven by personal agendas rather than grounded in the financial wellbeing of the Company. The evidence suggests that any perceived urgency from H Partners might only hinder the ongoing CEO search process, straying focus from the crucial tasks at hand.

Tom Linebarger, the Presiding Director of the Board, stated, "We believe this recommendation accentuates ISS's acknowledgment of our governance strength and the disruptive nature of H Partners' campaign. We remain dedicated to acting in the best interests of all shareholders."

Why It Matters to Shareholders

For Harley-Davidson shareholders, this is a critical moment that could define the Company’s path moving forward. By supporting all nominated directors, shareholders can reaffirm their trust in the strategic execution under the current leadership—a confidence that is vital in maintaining Harley-Davidson's legacy as an iconic motorcycle brand.

The potential ramifications of this vote are significant, especially amidst challenging macroeconomic conditions. The decision to continue with established board members could facilitate a more stable atmosphere conducive to strategic innovation and growth. Therefore, in light of ISS’s recommendations, shareholders are strongly encouraged to protect the value of their investments and the future of Harley-Davidson by casting their votes accordingly.

To get involved and learn more, shareholders are urged to visit VoteHarleyDavidson.com for further information. Should you need assistance with voting your shares, Innisfree M&A Incorporated is available at 1 (877) 456-3507 for those in the U.S. and Canada, or +1 (412) 232-3651 for international inquiries.

In conclusion, the upcoming shareholder meeting presents a pivotal opportunity for the stakeholders of Harley-Davidson. With ISS backing the current slate of directors, the consensus among informed parties is clear—continuity at the board level is essential for harnessing the positive momentum established under Jochen Zeitz’s stewardship.