Harley-Davidson (HOG) Proxy Filing summary

Executive summary

• The company faced significant headwinds in 2024 due to high interest rates and reduced consumer confidence, but achieved notable progress in its Hardwire strategic plan, including a 5% growth in the U.S. Touring motorcycle segment and a 3.5 percentage point market share increase since 2023.

• New product launches, digital investments, and expanded brand collaborations were highlighted as key drivers for future growth.

• The company remains committed to its profit targets and long-term value creation, with continued focus on innovation, selective market expansion, and integrated customer experiences.

Voting matters and shareholder proposals

• Shareholders are to vote on electing ten directors, approving executive compensation (say-on-pay), ratifying Ernst & Young LLP as the independent auditor for 2025, and approving the 2025 Director Stock Plan.

• The Board unanimously recommends voting in favor of all proposals.

• No shareholder proposals were submitted for this meeting.

Board of directors and corporate governance

• The Board will expand to ten members, with a focus on diversity, independence (90% independent, 50% diverse), and relevant expertise in areas such as retail, branding, finance, and technology.

• Four standing committees oversee audit/finance, human resources, nominating/governance, and sustainability/safety.

• Strong governance practices include annual director elections, majority voting, proxy access, no poison pill, and no supermajority for M&A.