Harley-Davidson (HOG) Shareholders Elect All of the Company's Director Nominees at Annual Meeting

Market Cap: $2.7 billion | Harley-Davidson, Inc. manufactures and sells custom, cruiser, and touring motorcycles.  

H Partners Management

On December 16, 2021, H Partners Management disclosed a 8% active stake in the company and expressed its concerns regarding certain features of the company’s executive compensation structure, corporate governance practices and Board composition. To address these concerns, H Partners has recently engaged, and expect to continue to engage, in discussions with the Board regarding suggestions aimed at improvements to align the company with the best interests of shareholders, including the addition of a representative to the Board. Source 

On February 3, 2022, the company entered into a cooperation agreement with H Partners Management (8.2%) and pursuant to it, Jared Dourdeville, a Partner at H Partners, has joined the Harley-Davidson Board of Directors. Mr Dourdeville has also been appointed to the Human Resources Committee and the Nominating and Corporate Governance Committee

On April 5, 2025, Jared Dourdeville, a Partner at H Partners submitted his resignation, citing serious concerns about the company’s leadership and performance. The move follows an April 1, 2025 letter urging the resignations of CEO Jochen Zeitz, Chairman Tom Linebarger, and Director Sara Levinson due to continued underperformance versus the S&P 500 and peers. Though once supportive of Zeitz’s vision, the resigning member now calls for new leadership to restore stakeholder trust and unlock value. Source

On April 16, 2025, H Partners (9.1%) issued an open letter urging shareholders to vote WITHHOLD on the re-election of CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson at the 2025 annual meeting. Citing poor performance, absentee leadership, and entrenched governance, H Partners called for Zeitz’s immediate removal, board reconstitution, and the appointment of an external CEO. They launched www.FreeTheEagle.com to mobilize support and provide campaign updates.

On April 23, 2025, H Partners issued an investor presentation titled “Free The Eagle: The Urgent Need for Leadership Change at Harley-Davidson,” urging leadership change at Harley-Davidson. They criticized CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and long-tenured director Sara Levinson for shareholder value destruction, weak execution, and poor governance. H Partners called on shareholders to vote “WITHHOLD” on these directors at the May 14, 2025 Annual Meeting, advocating for new leadership and an external CEO to revitalize the company. H Partners projects significant upside, suggesting Harley could recapture past valuations, targeting a $150+ share price (7x current levels), referencing its 2006 market cap of $19.2 billion versus $2.6 billion in 2024.

On April 29, 2025, H Partners released a rebuttal presentation titled “Free the Eagle” to counter Harley-Davidson’s April 25 presentation, accusing the company of misleading shareholders and downplaying financial underperformance under CEO Jochen Zeitz, Presiding Director Thomas Linebarger, and long-serving director Sara Levinson. As a 9.1% shareholder, H Partners urges investors to vote “WITHHOLD” on the BLUE proxy card to unseat the three directors at the May 14, 2025 annual meeting and restore performance and accountability.

On May 6, 2025, H Partners announced that two independent proxy advisory firms – Glass, Lewis & Co. and Egan-Jones have recommended that shareholders vote “WITHHOLD” on long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson at the Company’s upcoming Annual Meeting of Shareholders. Source

On May 8, 2025, H Partners alleges that the Company's Board made secret, undisclosed commitments to select investors ahead of the 2025 Annual Meeting in an apparent attempt to secure votes for directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson. These commitments allegedly include intentions for these directors to exit the Board and appoint an external CEO. H Partners views this conduct as a violation of corporate governance norms and SEC proxy rules, suggesting a two-tier shareholder system. Given these concerns and questions about the directors' past performance, H Partners urges shareholders to vote "WITHHOLD" on these directors using the BLUE proxy card. Source

At the AGM held on May 14, 2025, shareholders elected all of Harley-Davidson's Director nominees and approved all other proposals. However, three directors opposed by H Partners—Jochen Zeitz, Thomas Linebarger, and Sara Levinson—each received more than 50% withheld votes.

Impala Asset Management

On March 18, 2010, Impala Asset Management (2%) announced that it has filed preliminary proxy materials in connection with its nomination of two director candidates for election to the Board at the 2020 annual meeting of shareholders. Source

On March 27, 2020, the company entered into a settlement agreement with Impala. The agreement provides that one new director will be appointed to the Board after the 2020 Annual Meeting.