Harley-Davidson (HOG) Proxy filing summary

Executive summary

• Navigated a challenging macroeconomic environment in 2025, focusing on operational resilience, portfolio rebalancing, and strategic investments to support long-term growth and shareholder value.

• Completed a significant transaction involving Harley-Davidson Financial Services, KKR, and PIMCO, optimizing the balance sheet and enabling a $1B dividend in Q4 2025.

• Implemented major leadership changes, including appointing a new President & CEO and transitioning to an independent Chairman structure to enhance governance.

• Continued investment in dealer network, global events, and community engagement, including STEAM initiatives and charitable programs.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, advisory approval of executive compensation, amendment to the 2020 Incentive Stock Plan, ratification of Ernst & Young as auditor, and a shareholder proposal on a climate transition plan.

• Board recommends FOR all management proposals and AGAINST the climate transition plan proposal.

• Majority voting standard applies for director elections; proxy access and shareholder proposal procedures detailed.

Board of directors and corporate governance

• Board transitioned to an independent Chairman structure in 2025, with three new independent directors added.

• Seven of eight director nominees are independent; board diversity is 50% ethnically and/or gender diverse.

• Board committees (Audit & Finance, Human Resources, Nominating & Corporate Governance, Sustainability & Safety) are 100% independent.

• Robust governance practices include annual director elections, majority voting, proxy access, no poison pill, and strong stock ownership requirements.

• Regular board and committee self-evaluations and active shareholder engagement, with meetings offered to top 25 shareholders.