Harley-Davidson Responds to Proxy Advisory Disagreement
Harley-Davidson Critiques Proxy Advisory Firm Recommendations
In a discerning move, Harley-Davidson, Inc. (NYSE: HOG), has publicly disagreed with the recent recommendations made by the proxy advisory firms Glass Lewis and Egan-Jones regarding the election of directors at the upcoming annual shareholder meeting.
The advisory reports from Glass Lewis and Egan-Jones seem to overlook the significant progress Harley-Davidson has made under its Hardwire strategic plan. The company has seen strong governance and effective oversight from its Board, which have been key to its current successes. Harley-Davidson has emphasized the importance of their director nominees and strongly encourages shareholders to support them.
According to Harley-Davidson, Glass Lewis's report states that the campaign initiated by H Partners introduces "incremental uncertainty" without providing a substantive alternative course of action. This critique underscores the firm’s belief that H Partners’ campaign lacks the necessary foundation to benefit the company and its shareholders.
Harley-Davidson urges its shareholders to cast their votes for all the board nominees using the WHITE proxy card, emphasizing that this action is vital for maintaining the company’s growth and stability.
Board's Position on Shareholder Value
Tom Linebarger, the Presiding Director of Harley-Davidson, expressed strong dissatisfaction with the perspectives given by both Glass Lewis and Egan-Jones. He noted that their reports fail to recognize the substantive oversight the Board has maintained over the Hardwire strategic plan. This oversight has been crucial, especially during challenging economic times.
Linebarger articulated that H Partners had previously held a position on the Board for three years yet did not raise their concerns or nominate any alternative candidates during that time. Their recent public push, in the company’s view, appears to be an attempt to redirect the CEO search process for their own benefit.
Valuable Expertise Retained Within the Board
Harley-Davidson highlighted the essential roles currently held by board members like Jochen Zeitz, Tom Linebarger, and Sara Levinson:
- Jochen Zeitz: Known for his successful turnaround of PUMA, Zeitz is pivotal in navigating Harley-Davidson's strategic direction and ensuring continuity during the CEO transition.
- Tom Linebarger: His manufacturing expertise has been fundamental in launching impactful products and maintaining leadership throughout the changes within the company.
- Sara Levinson: With her vast experience in international brand building, Levinson plays a crucial role in Harley-Davidson's marketing and brand strategies.
Performance Comparison Among Peers
Amidst difficult operating conditions, Harley-Davidson has managed to outperform many of its peers. Since Jochen Zeitz's appointment as CEO, the company’s total shareholder return (TSR) has significantly exceeded the average of its competition. From 2022 to 2024, the operating margins were also notably higher than the industry median.
The Board highlights that continued leadership and strategic clarity are essential for the upcoming transition, especially as the organization prepares to embrace new challenges with its next CEO.
As the company approaches the 2025 annual shareholder meeting, Harley-Davidson insists that every vote counts and calls on all shareholders to back their nominees, solidifying a commitment to long-term value creation.
Final Reminder to Shareholders
In closing, Harley-Davidson strongly urges shareholders to protect their investments by voting "FOR ALL" the nominated directors using the WHITE proxy card. The delayed decision on this matter could have long-term implications on the company’s strategic direction and operational success.
The Board clearly believes in a collaborative and engaged approach to governance and looks forward to a meeting that reflects the best interests of all shareholders involved.
Frequently Asked Questions
What are Harley-Davidson's main concerns regarding H Partners?
Harley-Davidson believes H Partners introduces unnecessary uncertainty without a constructive alternative to its strategic direction.
Why is Harley-Davidson encouraging votes on the WHITE proxy card?
The WHITE proxy card supports the current Board nominees whom the company believes are essential for its continued success and stability.
What expertise do current Board members bring to Harley-Davidson?
The Board members possess significant experience in strategic leadership, manufacturing, and brand management, crucial for Harley-Davidson's ongoing evolution.
How has Harley-Davidson performed compared to its peers?
Despite challenging market conditions, Harley-Davidson has outperformed many competitors, with improved shareholder returns since the current CEO's appointment.
What message does Harley-Davidson want to convey to shareholders?
Harley-Davidson emphasizes the importance of unity in governance decisions that protect shareholder value and support the company's legacy.
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