Stakeholder Toolkit

Whether you are a shareholder, dealer or rider, your voice matters and we want to hear what you think about Harley-Davidson

Below is more information on H Partners’ campaign for dealers, riders and shareholders. We also encourage all stakeholders to visit our Resources Page  here to review our latest campaign materials and to download our stakeholder toolkit in full here.

If you are a dealer or rider:

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Learn more about our campaign for change. Download our stakeholder toolkit here for our Fact Sheet and Frequently Asked Questions.

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toolKit
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Submit an anonymous comment here to share your views on the Company with us – we want to hear from as many dealers and riders as possible!

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Anonymous Comment
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Sign up to receive future campaign updates and materials. Click here to subscribe to our email updates.

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Frequently Asked Questions

What is happening at Harley-Davidson?

Harley-Davidson (H-D) is holding its Annual Meeting of Shareholders on May 14, 2025, during which shareholders of the company vote on various matters, including electing directors to the Company’s Board.

This year, incumbent H-D leadership is being challenged by H Partners, a large, long-time shareholder, who is seeking to end the status quo of value destruction, poor dealer relations, failed strategy execution and lack of accountability at the Company.

To that end, H Partners is running a public campaign encouraging fellow H-D shareholders to vote WITHHOLD on three long-tenured directors: CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger and 29-year Director Sara Levinson.

Who is H Partners and why do they care?

H Partners is an investment firm that has been one of the largest shareholders of Harley-Davidson for almost five years.

Since 2022 until recently, H Partners had representation on the H-D Board through one of the firm’s principals, Jared Dourdeville.

H Partners’ interests are fully aligned with the interests of all HOG shareholders, and it believes there is significant value to be realized at HOG.

Why isn’t Mr. Dourdeville trying to facilitate change from inside the boardroom?

As only one voice on a Board that included eight or nine members during his tenure, Mr. Dourdeville’s ability to influence the H-D Board was limited – an issue that was further exacerbated by the outsized influence that Mr. Linebarger and Mr. Zeitz exhibited over practically all Board topics or matters.

This is why, after careful consideration and numerous attempts to address concerns through private dialogue, Mr. Dourdeville recently resigned his directorship.

What is the “Free the Eagle” campaign trying to achieve?

H Partners is seeking to put Harley-Davidson back on the path to greatness. To do so, it has launched this campaign to ask fellow shareholders to vote WITHHOLD on the election of CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger and 29-year director Sara Levinson at the Company’s Annual Meeting.

H Partners believes that together shareholders can send a strong message to the Board that they do not approve of the Company’s current trajectory or leadership’s stewardship and oversight of the Company.

How many withhold votes are needed to have an impact?

H-D’s bylaws require directors who fail to receive more than 50% of votes cast in favor of their election to tender their resignations for consideration by the Board. We believe the failure of the Board to promptly accept any such tendered resignations that may result from the Annual Meeting would be an egregious violation of proper corporate governance, and in direct opposition to a clear shareholder directive.

Who can vote at the upcoming Annual Meeting?

If you held H-D shares as of the close of business on March 6, 2025, you will have the opportunity to vote at the upcoming Annual Meeting.

If I buy shares now, can I vote at the Annual Meeting?

Only shareholders of record as of March 6, 2025 will have the opportunity to vote at the upcoming Annual Meeting.

Why does H Partners believe shareholders should care about this campaign?

If you're a shareholder, your investment is at risk.

Since Mr. Zeitz was appointed Chairman and CEO on February 28, 2020, H-D has underperformed the S&P 500 and the S&P 400 Consumer Discretionary Index by 104% and 81%, respectively.1

This degree of underperformance under Mr. Zeitz corresponds to an approximately $1.8 billion decline in H-D’s market value.2

Despite this significant underperformance, we believe H-D has been unable to course-correct, in part because CEO Zeitz and Presiding Director Linebarger have seemingly prevented the appropriate flow of information to the Board, and because the Board has been unwilling to hold the CEO accountable for his failures.

1. Bloomberg. Performance measured through April 7, 2025, the last trading day before the Company confirmed that it is engaged in an ongoing CEO search process (the “unaffected date”).

2. Capital IQ. As of April 7, 2025, unaffected date.

Why does H Partners believe dealers should care about this campaign?

Dealers have suffered a significant decline in profitability, with dozens of dealers being forced to close their doors after decades in business. Dealer sentiment is near a decade-long low.

H Partners believes H-D is an iconic American manufacturer that deserves leadership that will allow it to achieve its full potential and deliver substantial value for all of its many stakeholders.

Why does H Partners believe riders should care about this campaign?

It makes everyone sad to see the brand in a tough place, and we all know the brand deserves better.

Why is this happening now?

Each year, a company's Annual Meeting is the main way that shareholders interact with a public company. H-D’s Annual Meeting is currently scheduled to be held on May 14, 2025.

At the Annual Meeting, shareholders can vote on 1) who should be on the board, and 2) other proposals like approving how much the CEO is paid. The board is crucial because it hires, fires and oversees the CEO and because it answers to shareholders.

Sometimes, if there is a dispute between a company and a shareholder, the shareholder will launch a “proxy campaign” to drive change on the board, either by nominating new directors or launching a “withhold” campaign to remove certain board members as H Partners is doing at H-D.

In a “withhold” campaign, if a majority of shareholders vote to "withhold" on a certain board member, that board member traditionally has to submit his or her resignation to the board.

H Partners believes this campaign will be a referendum on Harley-Davidson.

What is a proxy campaign?

A "proxy campaign" is named for the proxy card that shareholders use to vote if they cannot attend the company's Annual Meeting in person.

What is a proxy card?

A proxy card is a voting ballot for a public company that is provided to all shareholders of record in advance of the company's Annual Meeting. It allows shareholders to vote on various items including board members.

Learn More About How Shareholders Can Vote
Voting Information