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Yahoo
11-08-2025
- Business
- Yahoo
D.F. King's 2025 Debriefing Gives First Look at Emerging Trends from This Year's Proxy Season
NEW YORK, Aug. 11, 2025 (GLOBE NEWSWIRE) -- D.F. King & Co., Inc., an EQ company and a leading provider of strategic shareholder engagement and proxy solicitation services, today released the 2025 edition of — its annual comprehensive analysis of the U.S. proxy season and a go-to guide for fall shareholder engagement. Drawing on EQ and D.F. King's experience supporting hundreds of shareholder meetings and serving millions of shareholders, The Debriefing examines critical trends in voting behavior, investor sentiment, and engagement expectations. The report equips public companies with actionable insights as they prepare for the year ahead. "Proxy season is no longer a 'one and done' event—it's part of a continuous cycle of board preparedness and investor engagement,' said Zally Ahmadi, Managing Director, Corporate Governance, ESG & Executive Compensation at D.F. King. 'This year's Debriefing provides actionable guidance for boards and executive teams facing a more activist and data-driven investor base.' Key Insights from the 2025 Proxy Season Shareholder Proposals Enter New TerritoryProposals related to AI oversight, political transparency, and 'anti-ESG' topics gained traction, signaling a shift toward broader definitions of risk. Shifts in shareholder engagement strategyFollowing updated SEC C&DI's on 13g eligibility released earlier this year, there were initial shifts to how shareholder engagement was conducted which affected how many companies approached mid-season engagement with investors. Rise in Personal Security Perquisite DisclosureFollowing the shooting of the UnitedHealthcare CEO in 2024, there was an increase in disclosure of personal security perquisites in CD&As. Executive Compensation Under ScrutinyWhile overall support for say-on-pay remained stable, investors sharpened their focus on pay-for-performance misalignment and long-term incentive structures. Heightened Focus on Board AccountabilityBoard oversight of topics such as cybersecurity, AI risk, succession planning weaknesses and overboarding policies played key roles in the 2025 proxy season. A Forward-Looking Engagement Guide The Debriefing is designed to help governance, legal, and executive teams stay ahead of shareholder expectations by distilling the themes and tensions that shaped the 2025 proxy season. 'Shareholder expectations are expanding faster than ever—from performance of the business to executive compensation to board oversight,' said Tom Germinario, Senior Managing Director at D.F. King. 'Companies that treat engagement as a strategic advantage will be best positioned to navigate what's next.' ______________________________ Download the Report The full report is available: Here ______________________________ About D.F. King At D.F. King, an EQ company, we leverage our unique depth and diversity of experience to deliver high-level advisory services, custom reporting, securityholder outreach programs and educational strategies to each client. D.F. King provides high-level advisory services in contested solicitations and proactive solutions for all corporate governance needs. Services include proxy solicitation; shareholder profile analysis; proxy advisory firm consulting; M&A, information agent services to equity and debt markets; corporate governance and executive compensation consulting; and call center services. About EQ EQ are specialists in helping you better understand and manage the ownership of your company through critical events across the corporate lifecycle. As trusted advisors, we provide strategic insight and operations expertise through our core business units in Transfer Agent Services, Employee Plan Solutions, Proxy Services, Private Company Services, and Public Relations & Investor Relations Services. Globally we serve more than 12,000 clients (49% of the FTSE 100 UK and 35% of the S&P 500), with over 20 million shareholders, through 7,500 employees in 19 markets around the world. Learn more at Nicholas LedfordDirector of Communications,
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
