Harley-Davidson (HOG) Proxy Filing summary

Executive summary

• A director, Jared Dourdeville, resigned from the board following disagreements over the CEO search process and boardroom dynamics.

• Dourdeville, representing a major shareholder, expressed concerns about the company's leadership and strategic direction.

• The board is conducting a CEO search after the current CEO announced plans to retire in 2025, with no candidate receiving majority support.

• Disputes arose regarding the timing and communication of the proxy statement filing and the handling of board concerns.

Board of directors and corporate governance

• Dourdeville was added to the board three years ago as a representative of a significant shareholder and served on key committees.

• He resigned after his preferred CEO candidate was not selected and following disagreements with other directors.

• The board emphasized its commitment to fiduciary duties and shareholder interests during the CEO search.

• Dourdeville disputed the board's characterization of his actions and the events leading to his resignation.

Executive compensation and say-on-pay

• The board's Human Resources Committee, which Dourdeville was a member of, was involved in the CEO search and related compensation discussions.