Harley-Davidson Issues Comment Strongly Disagreeing with Glass Lewis' and Egan-Jones' Recommendations

Core Viewpoint - Harley-Davidson urges shareholders to vote "FOR ALL" of its director nominees, emphasizing the company's progress under the Hardwire strategic plan and strong governance, while criticizing the reports from Glass Lewis and Egan-Jones for failing to recognize these achievements [1][2]. Group 1: Company Performance and Strategy - Harley-Davidson has outperformed its peers during challenging macroeconomic conditions, achieving a total shareholder return (TSR) approximately 10 percentage points higher than the peer median since Jochen Zeitz became CEO [8][20]. - The company reported operating margins around 4 percentage points above the peer median from 2022 to 2024, and free cash flow as a percentage of EBITDA was 70%, more than double the peer median [8][21]. Group 2: Board Governance and Director Nominees - The Board of Directors emphasizes its strong oversight of the Hardwire strategic plan and the importance of retaining experienced independent directors during the CEO transition process [2][9]. - The Board believes that removing two independent directors would introduce significant risk and jeopardize shareholder value, as these directors possess critical institutional knowledge [2][9]. Group 3: Response to H Partners' Campaign - Harley-Davidson criticizes H Partners' campaign as lacking substantive alternatives and introducing unnecessary uncertainty at a crucial time for the company [4][2]. - The company asserts that H Partners had opportunities to address their concerns while having a representative on the Board but failed to do so, indicating that their campaign is misguided [2][9].