Core Viewpoint - Harley-Davidson emphasizes the importance of its Board's skills and experience in selecting the next CEO and driving future growth, while criticizing H Partners' campaign as harmful and disingenuous, potentially jeopardizing shareholder value [1][3][4]. Group 1: Board and Management - The Board and management are dedicated to preserving Harley-Davidson's legacy and are actively transforming the business to enhance shareholder value [2]. - Each Director nominee possesses critical skills and institutional knowledge necessary for selecting a strong CEO, with experience in leadership, manufacturing, and successful business transformations [6][9]. - The current Board has a well-defined CEO search process and is committed to governance best practices, ensuring a smooth leadership transition [19][30]. Group 2: H Partners' Campaign - H Partners has been accused of launching a misleading campaign that undermines the Board's efforts and shareholder interests, particularly after their preferred CEO candidate did not gain majority support [4][19]. - The campaign is characterized as lacking constructive solutions and primarily aimed at gaining control over the Board rather than benefiting shareholders [15][19]. - H Partners previously supported the current CEO and Board decisions, raising questions about the motivations behind their recent actions [3][19]. Group 3: Company Performance - Despite facing one of the most challenging operating environments in its history, Harley-Davidson has outperformed its peers, with operating margins of 13% and free cash flow as a percentage of EBITDA at 70% [19][30]. - Recent product upgrades have led to a 12% increase in retail sales for certain models through the first nine months of 2023, indicating successful management execution [20].

Core Viewpoint - Autodesk is committed to acting in the best interests of its company and shareholders, highlighting strong financial results and strategic initiatives aimed at generating long-term value [1] Financial Performance - Autodesk achieved a non-GAAP operating margin of approximately 39% in FY 2025, an increase of over 2,400 basis points since FY 2019 and 300 basis points since FY 2023, reaching its target a year ahead of schedule [2] - The company has implemented a new go-to-market approach and is currently in the optimization phase, focusing on driving growth and expanding operating margins [2] Board Governance - Autodesk has appointed five new independent directors in the past six years, including two recent appointments in December 2024, demonstrating a commitment to board refreshment and strong corporate governance [3][4] - The board consists of a majority of independent directors with extensive industry expertise and operational experience [3] Engagement with Starboard - Autodesk has engaged constructively with Starboard Value LP over the past year, inviting them to present ideas to the board and offering participation in the director nomination process, which Starboard declined [5] - If Starboard proceeds with its nomination, Autodesk's Corporate Governance Committee will review the candidates as part of the regular evaluation process [6]