Harley issues response to H Partners’ claims

Harley-Davidson is defending its governance and strategic plan against H Partners‘ claims, urging shareholders to support its board nominees. ​Harley-Davidson emphasizes that its board is highly qualified and has strong governance practices. The Motor Company further states that the Hardwire strategic plan is delivering results, while accusing H Partners of attempting to disenfranchise shareholders and disregarding good corporate governance. ​H Partners recently issued a seven-page report stating that Harley’s board is failing and that the company should abandon certain plans, such as LiveWire.

Harley-Davidson, Inc. recently released two presentations detailing the company’s execution of its strategic plan, as well as its board’s strong governance and effective oversight. The presentations expose what Harley says is a misleading campaign being run by H Partners.

As Harley-Davidson shareholders submit their votes for the May 14, 2025 Annual Meeting, the company wants stakeholders to consider the facts of what the board is actually doing, including:

• Overseeing management’s execution of an ambitious strategic plan that is building on Harley-Davidson’s legacy and that we believe is transforming the business in the face of an extremely challenging operating environment (especially for discretionary products in the leisure/powersports sectors) and delivering value for all stakeholders well above the Company’s peers.
  
• Leading a rigorous and comprehensive CEO search process, as well as ongoing board refreshment efforts, that demonstrate strong governance practices. H Partners is taking the opposite approach. Despite having had every opportunity to address issues that were important to them during their three years on the Harley-Davidson board.

Harley-Davidson sets the record straight

In the report, Harley highlights its qualified board members and their commitment to the Hardwire Strategic Plan, which the company says is delivering results. The company also details H Partners’ disregard for good corporate governance with their attempt to disenfranchise shareholders. Harley is urging shareholders to vote “for all Harley-Davidson nominees” using the white proxy card.

Harley argues that H Partners is running a disruptive campaign that they believe profoundly disregards good corporate governance, offers no constructive solutions that will benefit Harley-Davidson or its shareholders, and is in their view designed to enable H Partners to appoint unelected and unnamed directors, including an H Partners representative after their representative just resigned from the board, depriving shareholders of their right to choose their own representatives.

The Motor Company also accuses H Partners of spreading misleading claims regarding everything from appropriate peer groups, to Harley-Davidson’s CEO’s performance, to their own track record of support for the company’s strategy and directors while on the board.

In September 2024, after Zeitz expressed interest in retiring in 2025, the board asked the CEO to provide an update on his retirement plans at the December board meeting. Shortly after the September 2024 board meeting, the board commenced a CEO search process by hiring a CEO succession expert. In December 2024, after Zeitz reaffirmed his interest in retirement, the board began engaging with an executive search firm. It formed a CEO search committee composed of four board members, including Jared Dourdeville from H Partners.

Despite the CEO search committee’s process not being complete, the board says it accommodated H Partners’ demand to make a decision on their preferred CEO candidate before a deadline imposed by the candidate, as they supposedly had other job offers. The board took extraordinary measures to accommodate H Partners, accelerating the board’s interviews of select top candidates.

After careful evaluation by Harley’s independent directors, the H Partners’ candidate failed to earn majority support as the board determined they lacked the skills and qualities needed to uphold Harley-Davidson’s rich heritage and drive value for all stakeholders.

Despite the threat of other job offers for H Partners’ preferred CEO candidate as a reason to accelerate the board’s decision deadline, H Partners now asserts that their candidate remains available. And yet, H Partners refuses to reveal their candidate’s identity while they simultaneously revealed the confidential identity of one of Harley’s other CEO candidates, the report notes.

And finally, Harley says the “gold standard” and “typical outcome” of a CEO search process is unanimous support from the board. Harley-Davidson believes its shareholders should not have to settle for a CEO.

H Partners issued a response to Harley’s response, and it keeps going…

Fellow H-D Stakeholders,

Today, H Partners issued a rebuttal presentation spotlighting false and misleading claims made by Harley-Davidson in their April 25th presentation in an apparent attempt to distract shareholders from the poor performance, weak execution, flawed corporate governance, and substantial value destruction overseen by the Company’s current leadership.

H Partners’ presentation sets the record straight by highlighting the facts regarding the Company’s underperformance under CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson.

And that’s about all we know right now, but the fight seems to be intensifying, so we’ll see if it’s resolved before the shareholders’ meeting in May.