Independent Proxy Advisory Firm ISS Recommends Harley-Davidson Shareholders Vote To Retain Board
MILWAUKEE, May 5, 2025 — Harley-Davidson, Inc. (the “Company” or “Harley-Davidson”) (NYSE: HOG) today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that shareholders vote “FOR ALL” of Harley-Davidson’s highly qualified Director nominees in connection with the Company’s 2025 Annual Meeting of Shareholders scheduled to be held on May 14, 2025.
ISS concluded that H Partners (“the dissident”) has not presented a compelling case for change, and as such, support is warranted “FOR ALL” Harley-Davidson’s nominees. In making its recommendation, ISS noted:1
Regarding Harley-Davidson’s Strategy:
- “The bigger picture is that the strategy introduced by Zeitz has had a positive impact on the trajectory of HOG, which had lost considerable ground when he took over as interim CEO.”
- “The HOG Zeitz inherited was in decline. He attempted to stabilize the business, simplify operations, and refocus on the core. Even the dissident recognizes the logic of this strategy.”
- “HOG has kept pace with peers. This is significant, as HOG dramatically underperformed peers for several years prior to introduction of the Hardwire strategy.”
Regarding the Board’s Ongoing CEO Search:
- “[I]t appears that the board initiated the [CEO search] process promptly, took the correct procedural steps, and accommodated the dissident. It is also evident that the dissident’s preferred candidate was not dismissed out of hand.”
- “The facts suggest that when the dissident’s preferred candidate was not selected, the dissident reacted by vacating the board and launching this vote no campaign in an attempt to establish a path to its desired outcome in the CEO search.”
- “[D]espite the dissident’s argument that there is a sense of urgency, the distraction of this campaign has almost certainly set the [CEO search] process back. This only reinforces the board’s conclusion that this campaign is a reaction, rather than a measured response.”
Regarding the Directors Targeted by H Partners:
- “[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable.”
- “[T]he criticisms levied by the dissident against Zeitz as CEO are overstated. […] [I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.”
- “There is no basis for the dissident to believe that the rejection of the three targeted nominees would warrant the addition of its representative and a second designee. Not only is this arbitrary, but shareholders are not being asked to vote on this outcome.”
“We are pleased that ISS recognizes the strength of our Board and governance structure, as demonstrated by our comprehensive CEO search process,” said Tom Linebarger, Presiding Director of the Board. “We believe it also highlights the flaws in H Partners’ actions and the disruption their campaign is bringing to the Board’s ongoing efforts. ISS’s recommendation underscores the Board’s important role in effectively overseeing management’s execution of the Hardwire strategic plan, which ISS acknowledges is positively impacting the Company amid challenging and volatile macroeconomic conditions. We continue to believe that H Partners’ true intentions are to circumvent sound corporate governance practices by seeking appointment of unelected and unnamed Directors, solely to control the outcome of the CEO search process – a notion that ISS acknowledged. We remain committed to acting in the best interests of all shareholders.”
To learn more, visit www.VoteHarleyDavidson.com.
