Core Viewpoint - Harley-Davidson has appointed two new independent directors, Daniel Nova and Matt Reintjes, to its Board of Directors, effective September 15, 2025, to enhance the company's strategic direction and governance [1][2]. Group 1: New Board Appointments - Daniel Nova is a General Partner at Highland Capital Partners and has extensive experience in advising companies through growth and transition, along with a strong background in corporate governance and finance [2][4]. - Matt Reintjes has been the President and CEO of YETI Holdings since 2015, leading the company to become a prominent global outdoor brand, and brings valuable insights from his previous executive roles [4][5]. - The appointments come as part of a broader strategy to strengthen the Board, which has seen four new independent members added in the last three years [6]. Group 2: Board Changes and Leadership - The retirements of directors Sara Levinson and Norman Thomas Linebarger were announced prior to the new appointments, indicating a shift in the Board's composition [5][6]. - Troy Alstead has been appointed as the Presiding Director effective July 30, 2025, and will become Chairman of the Board on October 1, 2025, further indicating leadership changes within the company [6]. Group 3: Company Background - Harley-Davidson, established in 1903, is known for its iconic brand representing freedom and adventure, focusing on motorcycles, accessories, and financial services [7]. - The company aims to maintain its status as the most desirable motorcycle brand globally and has a controlling interest in LiveWire Group, Inc., which focuses on electric motorcycles [7][8].

Core Insights - Harley-Davidson has appointed Artie Starrs as the new President and CEO, effective October 1, 2025, succeeding Jochen Zeitz [1][4] - Artie Starrs brings extensive experience from Topgolf, where he led significant revenue growth and global expansion [2][3] - The transition aims to enhance Harley-Davidson's connection with its riders and attract new customers [2][4] Leadership Transition - Jochen Zeitz will remain as Chairman, President, and CEO until October 1, 2025, after which he will serve as a senior advisor until February 2026 [4][5] - Troy Alstead has been appointed to succeed Zeitz as Chairman of the Board effective October 1, 2025 [4][5] - The Board expressed gratitude for Zeitz's leadership and contributions during challenging times [5] Company Background - Harley-Davidson, Inc. is the parent company of Harley-Davidson Motor Company and Harley-Davidson Financial Services, focusing on innovation and adventure [6] - The company aims to maintain its status as the most desirable motorcycle brand globally, offering customizable motorcycles and related experiences [6] - Harley-Davidson has a controlling interest in LiveWire Group, Inc., the first publicly traded all-electric motorcycle company in the U.S., aiming to lead in the electric motorcycle market [7]

Core Points - Harley-Davidson confirmed the election of all nine Director nominees at the 2025 Annual Meeting of Shareholders [1] - The search for Harley-Davidson's next CEO is ongoing, led by the search committee [1] - CEO Jochen Zeitz expressed gratitude to shareholders and emphasized the company's commitment to long-term value creation [2] Company Overview - Harley-Davidson, Inc. is the parent company of Harley-Davidson Motor Company and Harley-Davidson Financial Services, aiming to be the most desirable motorcycle brand globally [3] - The company has a controlling interest in LiveWire Group, Inc., the first publicly traded all-electric motorcycle company in the U.S., focusing on urban adventure and electric motorcycle innovation [3]

Core Points - Harley-Davidson shareholders have elected all of the company's Director nominees during the 2025 Annual Meeting of Shareholders [1] - The Board expressed gratitude to shareholders for their trust and support, emphasizing ongoing engagement and commitment to shareholder interests [1] - Preliminary voting results indicated that shareholders approved all other proposals submitted for a vote at the Annual Meeting [1] Company Overview - Harley-Davidson, Inc. is the parent company of Harley-Davidson Motor Company and Harley-Davidson Financial Services, aiming to lead the motorcycle industry through innovation and emotional connection [2] - The company has a controlling interest in LiveWire Group, Inc., the first publicly traded all-electric motorcycle company in the U.S., focusing on urban adventure and electric motorcycle branding [2]

Urges Shareholders to Vote "FOR ALL" Harley-Davidson Director Nominees on the WHITE Proxy Card MILWAUKEE, May 12, 2025 /PRNewswire/ -- Harley-Davidson, Inc. (the "Company" or "Harley-Davidson") (NYSE: HOG) today urged shareholders to vote their shares ahead of the Company's 2025 Annual Meeting of Shareholders, which is scheduled to be held on May 14, 2025. Time is short, and shareholders should cast their vote NOW by telephone or online "FOR ALL" the Company's highly qualified and experienced director nomin ...

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].

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].

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].