hog-202305180000793952false00007939522023-05-182023-05-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
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 18, 2023
Harley-Davidson, Inc.
(Exact name of registrant as specified in its charter)
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| 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of exchange on which registered |
| COMMON STOCK, $0.01 par value per share | | HOG | | New York Stock Exchange |
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. ☐
The undersigned registrant hereby amends Item 5.07 of the registrant’s Current Report on Form 8-K, filed May 22, 2023, to read in its entirety as set forth below for the purpose of disclosing the decision of Harley-Davidson, Inc. regarding the frequency of shareholder votes on the compensation of named executive officers in light of the advisory vote on this subject at its 2023 Annual Meeting of Shareholders.
The undersigned registrant hereby amends the cover sheet of the registrant’s Current Report on Form 8-K, filed May 22, 2023, to reflect the correct Date of Report as May 18, 2023 (rather than May 18, 2022).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders.
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On May 18, 2023, Harley-Davidson, Inc. (the “Company”) held the Company’s 2023 Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on four proposals as set forth below, each of which was described in detail in the proxy statement for the Annual Meeting (the “2023 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:
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| Director Nominee | Shares Voted in Favor | Shares Withholding Authority | Broker Non-Votes |
| Troy Alstead | 110,632,877 | 2,959,798 | 12,556,793 |
| Jared D. Dourdeville | 86,202,402 | 27,390,273 | 12,556,793 |
| James D. Farley, Jr. | 110,842,740 | 2,749,935 | 12,556,793 |
| Allan Golston | 94,527,952 | 19,064,723 | 12,556,793 |
| Sara L. Levinson | 79,837,940 | 33,754,735 | 12,556,793 |
| Norman Thomas Linebarger | 68,095,526 | 45,497,149 | 12,556,793 |
| Rafeh Masood | 112,108,079 | 1,484,596 | 12,556,793 |
| Maryrose Sylvester | 85,923,418 | 27,669,257 | 12,556,793 |
| Jochen Zeitz | 109,672,105 | 3,920,570 | 12,556,793 |
2.The approval, on an advisory basis, of the compensation awarded to the Company’s named executive officers, as described in the 2023 Proxy Statement:
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| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes |
| 56,739,283 | 56,524,799 | 328,593 | 12,556,793 |
3.To consider, on an advisory basis, the frequency of the advisory vote of the compensation of our named executive officers:
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| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 108,563,969 | 156,715 | 4,679,330 | 192,661 | 12,556,793 |
In light of the results of this vote and other factors, the Human Resources Committee of the Board of Directors of the Company, at its August 29, 2023 meeting, approved including a non-binding shareholder advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy materials on an annual basis until the next time the Company must include in its proxy materials a non-binding shareholder advisory vote on how frequently shareholders will vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers, which would be at the Company’s 2029 annual meeting of shareholders.
4.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, 2023:
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| Shares Voted For | Shares Voted Against | Abstentions |
| 123,335,695 | 2,638,100 | 175,673 |
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.
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| | | | | | HARLEY-DAVIDSON, INC. |
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| Date: September 27, 2023 | | | | | | /s/ Paul J. Krause |
| | | | | | Paul J. Krause |
| | | | | | Secretary |