Harley-Davidson Files Supplemental Proxy Materials

TL;DR

HOG filed extra proxy docs, no fee. Shareholders get more info.

AI Summary

Harley-Davidson, Inc. filed a Definitive Additional Materials (DEFA14A) on May 8, 2024. This filing is supplemental to their proxy statement and does not require a filing fee. The company is incorporated in Wisconsin and its fiscal year ends on December 31.

Why It Matters

This filing provides additional information to shareholders regarding the company's proxy statement, which is crucial for upcoming shareholder votes and corporate governance decisions.

Risk Assessment

Risk Level: low — This filing is a routine supplemental proxy statement and does not contain new financial information or significant corporate actions that would inherently increase risk.

Key Players & Entities

• HARLEY-DAVIDSON, INC. (company) — Registrant
• 0000793952-24-000108.txt (document) — Filing document name
• 20240508 (date) — Filing date
• 3700 W JUNEAU AVE (address) — Company business address
• MILWAUKEE (location) — Company city
• WI (location) — Company state
• 53208 (zip_code) — Company zip code

FAQ

Key Financial Figures

• $1,500,000 — ental STIP component and award value of $1,500,000 for Mr. Zeitz. Based on the continued d

Filing Documents

• defa14a-supplementalproxyx.htm (DEFA14A) — 28KB
• 0000793952-24-000108.txt ( ) — 29KB

From the Filing

14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Section 240.14a-12 Harley-Davidson, Inc. _________________________________________________________________________________________________________________ (Name of Registrant as Specified In Its Charter) _________________________________________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(Set forth the amount on which the filing fee is calculated and state how it was determined) (4) Proposed maximum aggregate value of transaction (5) Total fee paid Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed HARLEY-DAVIDSON SUPPLEMENTAL INFORMATION MAY 8, 2024 Harley-Davidson, Inc. is providing the following supplemental information regarding the Compensation Discussion and Analysis provided in the Company's proxy statement for the 2024 Annual Meeting of Shareholders to be held on May 16, 2024. Considering the rationale described in our proxy statement and the additional information set forth in this supplement, Harley-Davidson reiterates the recommendation of its Board of Directors that shareholders should vote FOR approval, on an advisory basis, of the compensation of Harley-Davidson's named executive officers ("NEOs") and FOR the election of all Director nominees. Balancing pay-for-performance with shareholder alignment is a hallmark of our executive compensation program. Our executive leadership team relentlessly focuses on delivering key near- and long-term results that are critical to executing our business strategy and driving shareholder value. For 2023, the Human Resources Committee of the Board of Directors ("HRC") continued to maintain an executive compensation program aligned to The Hardwire, the Company's five-year strategic plan, which is designed to enhance our position as the most desirable motorcycle brand in the world. The HRC has complete confidence in our executive leadership team's ability to execute on our strategy and made decisions regarding 2023 executive compensation that it believed were in the best interests of the Company and our shareholders after carefully deliberating and considering feedback received from our shareholders. Shareholder Engagement and 2024 Actions As disclosed in our 2024 proxy statement, the HRC engaged in an extensive shareholder outreach program to obtain feedback on our executive compensation program in response to shareholder feedback and prior Say on Pay votes. The HRC Chair, Chief Financial Officer, Chief Human Resources Officer, and Investor Relations staff engaged with shareholders prior to our 2023 Annual Meeting of Shareholders and in the fall of 2023. We held telephonic meetings with shareholders representing approximately 45% of outstanding shares during our spring engagement and 32% of outstanding shares during our fall outreach. For both spring and fall outreach efforts, the discussion focused on executive compensation and governance issues. In general, our shareholders were highly supportive of our Chairman, President, and Chief Executive Officer along with the rest of the executive leadership team. We are supplementing our proxy statement disclosure to clarify that the HRC reviewed and considered the shareholder feedback from the outreach program and, as a result of that feedback, made changes specifically to address the shareholder concerns related to the 2022 Aspirational Incentive Plan ("AIP"). The HRC has reiterated that there are currently no plans to repeat the AIP, or any similar programs, and further clarified that it has determined that it will only consider additional one-time compensation actions in the future in exceptional circumstances. Based on the shareholder feedback