2025-04-29
Harley-Davidson Sets the Record Straight on H Partners' Disingenuous and Harmful Claims
Highlights the Highly Qualified Board's Strong Governance and Effective Oversight of the Hardwire Strategic Plan, which is Delivering ResultsDetails the Facts Regarding H Partners' Profound Disregard for Good Corporate Governance and Their Attempt to Disenfranchise ShareholdersUrges Shareholders to Vote "FOR ALL" Harley-Davidson Nominees using the WHITE Proxy CardPresentations and Other Information Available at VoteHarleyDavidson.comMILWAUKEE, April 29, 2025 /PRNewswire/ -- Harley-Davidson, Inc. (the "Company" or "Harley-Davidson") (NYSE:HOG) has released two presentations detailing Harley-Davidson's execution of its strategic plan as well as its fit-for-purpose Board of Directors' strong governance and effective oversight. The presentations expose the misleading campaign being run by H Partners, which Harley-Davidson believes is destructive to the interests of all shareholders. As Harley-Davidson shareholders submit their votes for the May 14, 2025 Annual Meeting, these are the critical facts to consider:Harley-Davidson's Board is acting in the best interests of all shareholders by: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 – during which time they fully supported the Company's leadership and strategy and always voted with the Board on decisions1 – H Partners has decided to:Abruptly launch a disruptive campaign that we believe profoundly disregards good corporate governance, offers no constructive solutions that will benefit Harley-Davidson or its shareholders, and is in our 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.Spread 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 for Directors while on the Board.The Company urges shareholders to protect their investment by voting "FOR ALL" of Harley-Davidson's highly qualified Directors, and visit www.VoteHarleyDavidson.com to view the presentations, which detail the following key points:Harley-Davidson's rigorous and comprehensive CEO search process, as well as its ongoing Board refreshment efforts, reflect good governanceIn September 2024, after Mr. Zeitz expressed interest in retiring in 2025, the Board asked Mr. Zeitz to provide an update on his interest in pursuing retirement 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 Mr. Zeitz reaffirmed his interest in retiring, the Board began engaging with an executive search firm and formed a CEO search committee comprised of four Board members, including H Partners executive Jared Dourdeville.Despite the CEO Search Committee's process not being complete, the Board accommodated H Partners' demand to make a decision on H Partners' preferred CEO candidate before a deadline imposed by the candidate as the candidate 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 the independent Directors, H Partners' candidate failed to earn majority Board support as the Board determined the candidate 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 the Company's other CEO candidates. The gold standard and typical outcome of a CEO search process is unanimous support from the Board. Harley-Davidson shareholders should not have to settle for a CEO candidate who fails to receive even bare majority support.Harley-Davidson's Board also engages in a robust and thoughtful self-evaluation and refreshment process, which we believe ensures the Board and each Committee operate effectively and hold management accountable.The Board regularly conducts anonymous evaluations of Directors' contributions, performance and collective skills – a process in which Mr. Dourdeville was a consistent participant. In the Fall 2024 process, all Directors participated and no Director expressed concern with the current composition or performance of the Board.The Nominating and Corporate Governance Committee has a robust framework and process for identifying, vetting and interviewing Director candidates, which has resulted in one-third of the Board joining in the last four years, including the addition of two highly qualified Directors with excellent experience as sitting CEOs at publicly traded companies (assuming the election of Lori Flees at the upcoming annual meeting).H Partners' campaign seeks shareholder support for unnamed Directors (including an H Partners representative after their representative just resigned from the Board) and an unnamed CEO candidate, none of whom will be voted on by the shareholders – demonstrating what we believe is a blatant disregard for good governance principles and the right of shareholders to choose their own representatives.The ...Full story available on Benzinga.com