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Bloomberg
14-05-2025
- Business
- Bloomberg
Harley Directors Win Reelection Following Activist Battle
By Updated on Save Harley-Davidson Inc. shareholders voted to reelect three board members, including Chief Executive Officer and Chairman Jochen Zeitz, rejecting a campaign by disgruntled investor H Partners to shake up the board. The Wednesday result will keep presiding director Thomas Linebarger and Sara Levinson, who has been on the board for almost three decades, in their roles, Harley said in a statement, confirming an earlier report by Bloomberg. Zeitz, who announced plans last month to resign, will remain CEO of the Milwaukee-based company until a replacement is found.
Associated Press
08-05-2025
- Business
- Associated Press
H Partners Exposes the Harley-Davidson Board's Apparent Attempt to Secure Votes by Making Secret, Undisclosed Commitments Ahead of Annual Meeting
NEW YORK--(BUSINESS WIRE)--May 8, 2025-- 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: 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 Mr. Zeitz, Mr. Linebarger, and Ms. Levinsoncannot 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.' *** Shareholders can be part of returning Harley-Davidson to greatness by voting ' WITHHOLD ' on the BLUE proxy card for the election of three of Harley-Davidson's long-tenured incumbent directors – CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and 29-year director Sara Levinson – at the Company's Annual Meeting. Two independent proxy advisory firms – Glass, Lewis & Co. and Egan-Jones Ratings Company – have recommended that Harley-Davidson shareholders vote ' WITHHOLD ' on long-tenured Mr. Zeitz, Mr. Linebarger, and Ms. Levinson at the Company's upcoming Annual Meeting scheduled for May 14, 2025. Visit for additional information about H Partners' campaign, including how to vote on the BLUE proxy card. *** About H Partners Management H Partners Management, LLC is an independent investment firm founded in 2005 based in New York City. IMPORTANT INFORMATION FOR SHAREHOLDERS Harley-Davidson shareholders who have not yet received our proxy material and want to support H Partners' campaign today may vote ' WITHHOLD ' on the Company's WHITE proxy card or voting instruction form. If shareholders have already voted using the Company's WHITE Proxy Card or voting instruction form or had their vote taken over a recorded line on the telephone, a later-dated vote on either the Company's WHITE voting forms or our BLUE proxy card or voting instruction form will revoke your previously cast vote. Only your latest dated vote counts. Additional Information H Partners, together with the other participants in its proxy solicitation (collectively, 'the Participants'), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission ('SEC') to be used to solicit proxies in connection with the Annual Meeting. Shareholders are advised to read the proxy statement and any other documents related to the solicitation of shareholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the Participants. These materials and other materials filed by H Partners with the SEC in connection with the solicitation of proxies are available at no charge on the SEC's website at The definitive proxy statement and other relevant documents filed by H Partners with the SEC are also available, without charge, by directing a request to the Participants' proxy solicitor, Saratoga Proxy Consulting, at its toll-free number (888) 368-0379 or via email at [email protected]. View source version on CONTACT: For Shareholders: Saratoga Proxy Consulting LLC John Ferguson / Joseph Mills, 212-257-1311 [email protected] For Media: Longacre Square Partners LLC Greg Marose / Kate Sylvester, 646-386-0091 [email protected] KEYWORD: UNITED STATES NORTH AMERICA NEW YORK INDUSTRY KEYWORD: MOTORCYCLES PROFESSIONAL SERVICES AUTOMOTIVE FINANCE SOURCE: H Partners Management, LLC Copyright Business Wire 2025. PUB: 05/08/2025 07:00 PM/DISC: 05/08/2025 07:02 PM
Wall Street Journal
06-05-2025
- Business
- Wall Street Journal
Proxy Firms Split on Harley-Davidson Board Shake-Up
Harley-Davidson stock is down 35% over the past year. Photo: Clemens Bilan/EPA/Shutterstock Two influential proxy advisory firms recommended divergent paths for Harley-Davidson HOG -1.98 %decrease; red down pointing triangle investors ahead of a shareholder vote that could shape the motorcycle maker's future. ISS said in a report this week that an activist investor, H Partners, hasn't made a compelling case to remove three members of Harley's board, each of whom has served for at least 17 years. They are Chairman Jochen Zeitz , who is also the company's chief executive, and directors Thomas Linebarger and Sara Levinson .
Yahoo
05-05-2025
- Business
- Yahoo
H Partners Comments on ISS Recommendation
ISS Recommendation Does Not Reflect Supportive Feedback Received by H Partners from Fellow Shareholders Reiterates that Under Director Tenures of Jochen Zeitz, Thomas Linebarger, and Sara Levinson, the Company's Shares Underperformed the S&P 400 Consumer Discretionary Index by -335%, -403%, and -816%, Respectively Urges Shareholders to Vote WITHHOLD on the BLUE Proxy Card to Unseat CEO & Long-Tenured, Entrenched Directors H Partners Reminds Shareholders to Visit for Further Campaign Information and Details on How to Vote NEW YORK, May 05, 2025--(BUSINESS WIRE)--H Partners Management, LLC ("H Partners" or "we"), one of the largest shareholders of Harley-Davidson, Inc. (NYSE: HOG) ("Harley-Davidson" or the "Company"), which beneficially owns approximately 9.1% of the outstanding shares of the Company, today issued the following statement in response to a report issued by Institutional Shareholder Services ("ISS") in relation to Harley-Davidson's upcoming Annual Meeting of Shareholders (the "Annual Meeting"). The Annual Meeting is scheduled for May 14, 2025. H Partners commented: "We strongly disagree with ISS' erroneous view that shareholders are well-served by having the Company's next CEO selected by entrenched directors who have overseen significant value destruction during their multi-decade tenures on the Board. ISS' recommendation does not reflect feedback we have been receiving from fellow shareholders. Since launching our campaign for change at Harley-Davidson, we've received overwhelming support from the Harley-Davidson community – including fellow shareholders, dealers, riders, and former and current employees – who share our concerns. The reality is that CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and 29-year director Sara Levinson have overseen substantial underperformance, weak strategy execution, and flawed corporate governance that caused damage across stakeholder groups and made clear that change is overdue. Poor Performance: The Company has delivered negative TSR over every relevant timeframe since Mr. Zeitz was appointed CEO five years ago, and each of these directors has an alarming record of dramatic underperformance. Under Mr. Zeitz, Mr. Linebarger, and Ms. Levinson, the Company's shares underperformed the S&P 400 Consumer Discretionary Index by -335%, -403%, and -816%, respectively.1 After 18, 17, and 29 years on the Board, respectively, it is clear that this level of underperformance cannot be blamed on a prior management team. Similarly, macroeconomic headwinds are simply not an excuse for the Company's poor performance when motorcycle registrations are up 23% for every motorcycle manufacturer except Harley-Davidson since Mr. Zeitz took over as CEO.2 Weak Execution: While we supported Mr. Zeitz's Hardwire Strategic Plan when it was announced in February 2021, the Company's failure to deliver profitable growth or shareholder value demonstrate that execution has failed. This is further evidenced by the fact that Mr. Zeitz is tracking significantly below each of his Hardwire financial targets and dramatically lowered guidance three years after providing long-term guidance with the Hardwire Plan.3 In addition, the Company also missed or cut guidance in six of the last nine quarters.4 Flawed Corporate Governance: In our view, the nearly two-decade overlap among these three directors has rendered them unable to hold each other accountable for chronic underperformance and raises serious questions about their independence. It is clear to us that allowing an underperforming, outgoing CEO and two long-tenured, entrenched directors to select the Company's next CEO will only erode shareholder value further. In fact, more than $9 billion in equity value has been destroyed following two CEO succession processes overseen by Mr. Zeitz, Mr. Linebarger, and Ms. Levinson in their capacity as directors over the past decade.5 Damage Across Stakeholder Groups: Under Mr. Zeitz's leadership, each of Harley-Davidson's key stakeholder groups has suffered. Employees have experienced a revolving door of senior leadership, a mass exodus of passionate and loyal team members throughout the organization, and a cultural depletion exacerbated by Mr. Zeitz's decision to shutter the iconic Juneau Ave. headquarters in Milwaukee. More than half of U.S. dealerships were unprofitable in 2024, and dealer sentiment is near a decade-long low.6 Customers have been negatively impacted by declines in bike values and the elimination of entry-level products has made it harder for riders to join the Harley-Davidson community. Lastly, shareholders have suffered more than $2 billion in equity value destruction under Mr. Zeitz's CEO tenure.7 Importantly, we want to make clear that this campaign is not about our CEO candidate, and it is not about H Partners' Board seat. We are running this campaign with one simple goal: to send a strong message to the Board that shareholders are dissatisfied with the status quo and that meaningful changes to the Board are necessary in order to put Harley-Davidson on the path to value creation. We encourage shareholders to join us in voting WITHHOLD on the election of Mr. Zeitz, Mr. Linebarger, and Ms. Levinson to send a strong message to the Board that urgent change is needed at Harley-Davidson. Together, we can return this iconic American company to greatness." *** Shareholders can be part of returning Harley-Davidson to greatness by voting "WITHHOLD" on the BLUE proxy card for the election of three of Harley-Davidson's long-tenured incumbent directors – CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and 29-year director Sara Levinson – at the Company's Annual Meeting. Visit for additional information about H Partners' campaign, including how to vote on the BLUE proxy card. About H Partners Management H Partners Management, LLC is an independent investment firm founded in 2005 based in New York City. IMPORTANT INFORMATION FOR SHAREHOLDERS Harley-Davidson shareholders who have not yet received our proxy material and want to support H Partners' campaign today may vote "WITHHOLD" on the Company's WHITE proxy card or voting instruction form. If shareholders have already voted using the Company's WHITE Proxy Card or voting instruction form or had their vote taken over a recorded line on the telephone, a later-dated vote on either the Company's WHITE voting forms or our BLUE proxy card or voting instruction form will revoke your previously cast vote. Only your latest dated vote counts. Additional Information H Partners, together with the other participants in its proxy solicitation (collectively, "the Participants"), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit proxies in connection with the Annual Meeting. Shareholders are advised to read the proxy statement and any other documents related to the solicitation of shareholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the Participants. These materials and other materials filed by H Partners with the SEC in connection with the solicitation of proxies are available at no charge on the SEC's website at The definitive proxy statement and other relevant documents filed by H Partners with the SEC are also available, without charge, by directing a request to the Participants' proxy solicitor, Saratoga Proxy Consulting, at its toll-free number (888) 368-0379 or via email at info@ 1 Bloomberg. Figures through market close on April 8, 2025, the last trading day before the resignation of H Partners' representative from Harley-Davidson's Board of Directors was disclosed on a Schedule 13D/A. 2 Company SEC filings. 3 Company SEC filings and quarterly and annual earnings announcements; Company FY 2024 10-K and FY 2019 10-K; NPA auction data; Baird Research, April 8, 2025; H Partners primary research; Harley-Davidson Unveils The Hardwire Five-Year Strategic Plan; Targets Profitable Growth And Brand Desirability, Harley-Davidson, Feb. 2, 2021. 4 Company SEC filings and quarterly and annual earnings announcements. 5 Bloomberg. Calculated from May 1, 2015, through April 8, 2025. 6 Baird's April 2025 Harley-Davidson Dealer Survey. 7 Bloomberg. Calculated from February 28, 2020, through April 8, 2025. View source version on Contacts For Shareholders: Saratoga Proxy Consulting LLCJohn Ferguson / Joseph Mills, 212-257-1311info@ For Media: Longacre Square Partners LLCGreg Marose / Kate Sylvester, 646-386-0091HPartners@ Sign in to access your portfolio
Yahoo
30-04-2025
- Automotive
- Yahoo
Harley-Davidson CEO recommended CFO as successor, shareholder says
This story was originally published on CFO Dive. To receive daily news and insights, subscribe to our free daily CFO Dive newsletter. Harley-Davidson CEO Jochen Zeitz pointed to the company's CFO, Jonathan Root, as a potential candidate to succeed him in the role of top executive following his retirement, shareholder H Partners alleged in a Monday securities filing — the latest twist in an ongoing proxy battle between the shareholder and the motorcycle company regarding the future of the company's leadership. The investment firm, which owns a 9.1% stake in the Milwaukee, Wisconsin-based motorcycle company, launched an activist campaign calling for changes in leadership earlier this month. The Monday filing follows only a few short days after H Partners released a presentation as part of its campaign on April 23, where it questioned allowing what it termed as a 'lame duck' CEO to make decisions for the company's future: 'We Do Not Believe an Outgoing CEO and Directors With a Track Record of Value Destruction Should Be Making Critical Long-Term Decisions,' reads the title of one presentation slide. The filing also follows after three unnamed potential candidates for CEO — including one supported by Jared Dourdeville, a former Board member and partner at H Partner — each failed to receive majority support from the board's independent directors, Harley-Davidson said in an 8-K filed with the Securities and Exchange Commission on April 5. The filing also includes Dourdeville's announcement that he would be resigning from the board. In a Tuesday response to what it termed 'H Partners' Disingenuous and Harmful Claims,' Harley-Davidson noted that 'after careful evaluation by the independent Directors, H Partners' candidate failed to earn majority Board support as the Board determined the candidate lacked the skills and qualities needed to uphold Harley-Davidson's rich heritage and drive value for all stakeholders.' The motorcycle company also classified the shareholder's ongoing campaign as 'disruptive,' arguing that it 'offers no constructive solutions that will benefit Harley-Davidson or its shareholders, and is in our view designed to enable H Partners to appoint unelected and unnamed Directors — including an H Partners representative after their representative just resigned from the Board — depriving shareholders of their right to choose their own representatives.' H Partners has also refused to reveal the identity of their preferred CEO candidate, Harley-Davidson alleged. The motorcycle company began a search for its next CEO in Q4 2024, after Zeitz announced his intent to step down in 2025 after five years in the role, according to a company announcement which noted Zeitz would remain CEO until a successor had been found. Shortly after Zeitz took the CEO chair in 2020, the company announced its 'Hardwire' initiative — a strategic plan spanning from 2021 to 2025 aimed at improving shareholder value and creating long-term, profitable growth. The company faced significant headwinds over its past year that impacted its financial results, with high interest rates and declining customer confidence contributing to a decrease in motorcycle sales, according to its Q4 and full-year 2024 results reported in February. For the fourth quarter ended Dec. 31, Harley-Davidson reported a net loss of $117 million, according to its earnings report. In its urging for leadership change, H Partners argues Zeitz's Hardwire plan has missed key metrics, and is seeking to compel both his resignation and the resignations of Presiding Director Thomas Linebarger, and another director, Sara Levinson, 'who we believe have failed to hold management accountable and whose interests do not appear to be aligned with shareholders,' according to the presentation. The firm is asking shareholders to vote 'withhold' for the elections of all three leaders during Harley-Davidson's annual shareholder meeting in May, according to its announcement earlier this month. The investment firm also floated the idea of another executive stepping in immediately as an interim CEO in its presentation, stating 'we believe CFO and President, Commercial Jonathan Root is already effectively running day-to-day operations at this point.' A long-time company veteran, Root joined Harley-Davidson's financial services subsidiary in 2011 and was appointed to the role of CFO in 2023, CFO Dive reported at the time. Last year, he was also appointed to the role of president. The motorcycle company's annual meeting is scheduled to take place May 14. Harley-Davidson did not immediately respond to requests for comment. H Partners declined to comment beyond its filing.
