0000793952-19-000027.txt : 20190510 0000793952-19-000027.hdr.sgml : 20190510 20190510163817 ACCESSION NUMBER: 0000793952-19-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190509 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190510 DATE AS OF CHANGE: 20190510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEY DAVIDSON INC CENTRAL INDEX KEY: 0000793952 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 391382325 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09183 FILM NUMBER: 19815554 BUSINESS ADDRESS: STREET 1: 3700 W JUNEAU AVE CITY: MILWAUKEE STATE: WI ZIP: 53208 BUSINESS PHONE: 414-343-8553 MAIL ADDRESS: STREET 1: 3700 W. JUNEAU AVE CITY: MILWAUKEE STATE: WI ZIP: 53208 8-K 1 a8-kitem5072019electionofd.htm 2019 DIRECTOR ELECTION RESULTS Document
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 10, 2019
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)
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. □
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
COMMON STOCK PAR VALUE $.01 PER SHARE
HOG
NEW YORK STOCK EXCHANGE



Item 5.07
Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Harley-Davidson, Inc. (the "Company") held on May 9, 2019 (the "Annual Meeting"), the Company's shareholders voted on three proposals as set forth below, each of which is described in detail in the proxy statement for the Annual Meeting (the “2019 Proxy Statement”). The number of votes cast for, against or withholding authority, and the number of abstentions and any broker non-votes with respect to each matter voted upon are set forth below.

1.
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 have been duly elected and qualified:
Director Nominee
Shares Voted in Favor of
Shares Withholding Authority 
Broker Non-Votes
Troy Alstead
114,034,242
2,253,563
19,891,006
R. John Anderson
112,843,290
3,444,515
19,891,006
Michael J. Cave
111,772,611
4,515,194
19,891,006
Allan Golston
114,659,495
1,628,310
19,891,006
Matthew S. Levatich
114,547,951
1,739,854
19,891,006
Sara L. Levinson
112,122,561
4,165,244
19,891,006
N. Thomas Linebarger
113,823,328
2,464,477
19,891,006
Brian R. Niccol
112,864,653
3,423,152
19,891,006
Maryrose T. Sylvester
114,780,633
1,507,172
19,891,006
Jochen Zeitz
114,098,757
2,189,048
19,891,006
    

2.
The approval, on an advisory basis, of the compensation awarded to the Company's named executive officers, as described in the 2019 Proxy Statement. This proposal was approved as set forth below:
Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
84,297,143
31,434,827
555,835
19,891,006


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, 2019. This proposal was approved as set forth below:
Shares Voted For
Shares Voted Against
Abstentions
123,828,601
11,925,368
424,842





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.


 
 
 
 
 
 
 
 
 
  HARLEY-DAVIDSON, INC.
 
 
 
 
May 10, 2019
 
 
By:
 
 
/s/ Paul J. Krause
 
 
 
 
 
 
Paul J. Krause

 
 
 
 
 
 
Assistant Secretary