UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 14, 2025, Harley-Davidson, Inc. (the “Company”) held the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”).
| (a) | At the Annual Meeting, the Company’s shareholders voted on four proposals as set forth below, each of which was described in detail in the definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2025 in connection with the Annual Meeting (as supplemented to date, the “2025 Proxy Statement”). The number of votes cast for, against (where applicable), or withholding authority (where applicable), and the number of abstentions (where applicable) and any broker non-votes with respect to each matter voted upon are set forth below. |
| 1. | Proposal 1 – Election of Directors: The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders or until each of their respective successors has been duly elected and qualified: |
| Director Nominee | Shares Voted For | Shares Withholding Authority | Broker Non-Votes | |||
| Troy Alstead | 97,816,332 | 1,740,067 | 3,449,002 | |||
| James Duncan Farley, Jr. | 97,711,200 | 1,845,199 | 3,449,002 | |||
| Lori Flees | 96,879,184 | 2,677,215 | 3,449,002 | |||
| Allan Golston | 96,191,655 | 3,364,744 | 3,449,002 | |||
| Sara Levinson | 57,479,742 | 42,076,657 | 3,449,002 | |||
| Norman Thomas Linebarger | 59,062,521 | 40,493,878 | 3,449,002 | |||
| Rafeh Masood | 97,942,211 | 1,614,188 | 3,449,002 | |||
| Maryrose Sylvester | 90,789,886 | 8,766,513 | 3,449,002 | |||
| Jochen Zeitz | 50,808,847 | 48,747,552 | 3,449,002 |
| 2. | Proposal 2: The approval, on an advisory basis, of the compensation awarded to the Company’s Named Executive Officers, as described in the 2025 Proxy Statement. |
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 68,453,322 | 19,792,428 | 11,310,649 | 3,449,002 |
| 3. | Proposal 3: The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| Shares Voted For | Shares Voted Against | Abstentions | ||||
| 100,805,261 | 1,766,237 | 433,903 |
| 4. | Proposal 4: The approval of the Harley-Davidson, Inc. 2025 Director Stock Plan, as described in the 2025 Proxy Statement. |
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 83,808,786 | 4,405,602 | 11,342,011 | 3,449,002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 19, 2025 | HARLEY-DAVIDSON, INC. | |
| By: | /s/ Paul J. Krause | |
| Paul J. Krause | ||
| Secretary | ||