According to the press release issued by H Partners the current Board of Directors has been making secret deals in advance of the strategic vote… We haven’t had a chance to hear the other side regarding these serious allegations, so take this with a grain of salt:
H Partners Management, LLC (“H Partners” or “we”), one of the largest shareholders of Harley-Davidson, Inc. (NYSE: HOG) (“Harley-Davidson”, “Harley”, or the “Company”), which beneficially owns approximately 9.3% of the outstanding shares of the Company, today commented on what appear to be secret, undisclosed commitments made by the Company’s Board of Directors (the “Board”) to a hand-picked set of shareholders ahead of the Company’s upcoming Annual Meeting of Shareholders (the “Annual Meeting”):
“As a result of our ongoing engagement with fellow shareholders, we have learned from numerous sources that the Harley-Davidson Board has been making secret, undisclosed commitments to select investors in an apparent attempt to win votes for Jochen Zeitz, Thomas Linebarger, and Sara Levinson at the 2025 Annual Meeting of Shareholders. Our engagement leads us to believe that certain shareholders are being told that Mr. Zeitz, Mr. Linebarger, and Ms. Levinson intend to exit the Board over the next year, the Board now intends to appoint an external CEO, and the Board has done away with the concept of the current CEO transitioning to Executive Chair.
In addition to constituting a flagrant violation of corporate governance norms and the SEC’s proxy rules, this conduct suggests that the Board believes there are two tiers of shareholders: an elite group of holders with special access and all other holders who are in the dark. We maintain that this is exactly the type of arrogant, insular thinking that has led to brand erosion, dealer frustration, and sustained sales declines at Harley-Davidson.
We are skeptical that Mr. Zeitz, Mr. Linebarger, and Ms. Levinson will in fact step down from the Board in the next year, because we have heard these commitments before and they are never followed through on.
However, even if Mr. Zeitz, Mr. Linebarger, and Ms. Levinson, are being truthful, and even if they plan to step down when a new CEO is found, then we are even more perplexed by several serious governance questions:
- Why are Mr. Zeitz, Mr. Linebarger, and Ms. Levinson fighting with their shareholders and wasting millions of dollars of shareholders’ resources if they plan to leave the company anyway?
- Why would Mr. Zeitz, Mr. Linebarger, and Ms. Levinson selectively disclose non-public information to only certain shareholders?
- Why should shareholders allow Mr. Zeitz, Mr. Linebarger, and Ms. Levinson to select the next CEO, when shareholders have suffered $9 billion in equity value destruction over the course of the past two CEO succession processes they have overseen?1
We urge shareholders to recognize that preserving the Board seats of Mr. Zeitz, Mr. Linebarger, and Ms. Levinson at the Annual Meeting represents a material threat to protecting and enhancing value. If Mr. Zeitz, Mr. Linebarger, and Ms. Levinson cannot be trusted to be transparent with all shareholders and stakeholders at this critical moment, how can anybody look past their questionable records and entrust them to make major decisions that will shape the future of Harley-Davidson? The reality is that they cannot be trusted.
H Partners, which has a long-term and significant investment in Harley-Davidson, firmly believes that the Company will be far better positioned to identify an exceptional CEO and refresh the Board with impartial, qualified experts if Mr. Zeitz, Mr. Linebarger, and Ms. Levinson are no longer dominating the boardroom.”
