Leading Independent Proxy Advisory Firm ISS Recommends Harley-Davidson Shareholders Vote "FOR ALL" of Harley-Davidson's Highly Qualified Director Nominees

Core Viewpoint - Institutional Shareholder Services Inc. (ISS) has recommended that shareholders vote "FOR ALL" of Harley-Davidson's director nominees, concluding that H Partners has not made a compelling case for change and that their campaign has likely hindered the ongoing CEO search process [1][2]. Group 1: Harley-Davidson's Strategy and Performance - The strategy introduced by CEO Jochen Zeitz has positively impacted Harley-Davidson's trajectory, reversing a decline that occurred prior to his leadership [4]. - Harley-Davidson has kept pace with its peers, a significant improvement compared to its prior underperformance before the Hardwire strategy was implemented [4]. - The board's actions in initiating the CEO search process were timely and appropriate, accommodating the dissident's preferences without dismissing them outright [4]. Group 2: Board and Governance - ISS acknowledges the strength of Harley-Davidson's board and governance structure, emphasizing the board's role in overseeing the execution of the Hardwire strategic plan [2]. - The board believes that H Partners' intentions are to undermine corporate governance practices by seeking to appoint unelected directors to influence the CEO search process [2]. - The criticisms against CEO Zeitz are considered overstated, with evidence suggesting his tenure has been more beneficial than detrimental [4]. Group 3: Shareholder Engagement - Harley-Davidson urges shareholders to protect their investment by voting "FOR ALL" of the company's nominees on the WHITE proxy card [5]. - The company has provided resources for shareholders needing assistance with the voting process, including a dedicated proxy solicitor [5].