- H Partners, a major shareholder of Harley-Davidson (HOG, Financial), alleges undisclosed commitments by the company's board to select shareholders.
- The board is accused of trying to secure votes for key directors before the upcoming 2025 Annual Meeting.
- Two proxy advisory firms have recommended shareholders vote "WITHHOLD" for certain long-tenured directors.
H Partners Management, LLC, a significant investor holding approximately 9.3% of Harley-Davidson, Inc. (HOG) shares, has raised concerns regarding the company's board of directors. The investment firm alleges that the Harley-Davidson board has been making secret agreements with a select group of shareholders to secure votes for directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson ahead of the 2025 Annual Meeting of Shareholders.
These undisclosed commitments purportedly include promises that the mentioned directors plan to exit the board within a year, an external CEO appointment, and the abandonment of transitioning the current CEO to Executive Chair. H Partners claims that such actions violate corporate governance norms and suggest preferential treatment towards certain shareholders, which undermines the transparency expected in shareholder communications.
Despite these commitments, H Partners remains skeptical, citing previous unfulfilled promises. The firm questions the rationale behind the directors fighting with shareholders and incurring significant costs if they intend to depart soon. Additionally, H Partners highlights the substantial equity value destruction—$9 billion—under the current board's oversight of CEO succession processes, questioning the board's ability to select a new, effective CEO.
Supporting H Partners' position, proxy advisory firms Glass, Lewis & Co. and Egan-Jones Ratings Company recommend shareholders vote "WITHHOLD" on the election of the long-tenured directors at the Annual Meeting, scheduled for May 14, 2025. Shareholders wishing to align with H Partners' campaign are advised to vote using the BLUE proxy card.
