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    Harley-Davidson Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/19/25 4:30:20 PM ET
    $HOG
    Motor Vehicles
    Consumer Discretionary
    Get the next $HOG alert in real time by email
    false 0000793952 0000793952 2025-05-14 2025-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 or 15(d) of the

    Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): May 14, 2025

     

    Harley-Davidson, Inc.

    (Exact name of registrant as specified in its charter)

     

    Wisconsin   1-9183   39-1382325

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    3700 West Juneau Avenue, Milwaukee, Wisconsin 53208

    (Address of principal executive offices, including zip code)

     

    (414) 342-4680

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

      ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class  Trading Symbol  Name of exchange on which registered
    Common Stock, $0.01 par value per share  HOG  New York Stock Exchange

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ¨

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

     

     

     

     

     

     

    Item 5.07. Submission of Matters to a Vote of Security Holders.

     

    On May 14, 2025, Harley-Davidson, Inc. (the “Company”) held the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”).

     

    (a)At the Annual Meeting, the Company’s shareholders voted on four proposals as set forth below, each of which was described in detail in the definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2025 in connection with the Annual Meeting (as supplemented to date, the “2025 Proxy Statement”). The number of votes cast for, against (where applicable), or withholding authority (where applicable), and the number of abstentions (where applicable) and any broker non-votes with respect to each matter voted upon are set forth below.

     

    1.Proposal 1 – Election of Directors: The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders or until each of their respective successors has been duly elected and qualified:

     

    Director Nominee  Shares Voted For  Shares Withholding Authority  Broker Non-Votes
    Troy Alstead  97,816,332  1,740,067  3,449,002
    James Duncan Farley, Jr.  97,711,200  1,845,199  3,449,002
    Lori Flees  96,879,184  2,677,215  3,449,002
    Allan Golston  96,191,655  3,364,744  3,449,002
    Sara Levinson  57,479,742  42,076,657  3,449,002
    Norman Thomas Linebarger  59,062,521  40,493,878  3,449,002
    Rafeh Masood  97,942,211  1,614,188  3,449,002
    Maryrose Sylvester  90,789,886  8,766,513  3,449,002
    Jochen Zeitz  50,808,847  48,747,552  3,449,002

     

    2.Proposal 2: The approval, on an advisory basis, of the compensation awarded to the Company’s Named Executive Officers, as described in the 2025 Proxy Statement.

     

    Shares Voted For  Shares Voted Against  Abstentions  Broker Non-Votes
    68,453,322  19,792,428  11,310,649  3,449,002

     

    3.Proposal 3: The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

     

    Shares Voted For  Shares Voted Against  Abstentions   
    100,805,261  1,766,237  433,903   

     

    4.Proposal 4: The approval of the Harley-Davidson, Inc. 2025 Director Stock Plan, as described in the 2025 Proxy Statement.

     

    Shares Voted For  Shares Voted Against  Abstentions  Broker Non-Votes
    83,808,786  4,405,602  11,342,011  3,449,002

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: May 19, 2025  HARLEY-DAVIDSON, INC.
       
      By: /s/ Paul J. Krause                     
        Paul J. Krause
        Secretary

     

     

     

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