Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On January 7, 2020, the Board of Directors (the "Board") of Harley-Davidson,
Inc. (the "Company") took action to implement "proxy access" by approving
amendments to its Restated Articles of Incorporation and By-laws. The amendments
to the Restated Articles of Incorporation (the "Articles Amendment") were
approved by shareholders on May 21, 2020 at the Company's 2020 Annual Meeting of
Shareholders ("Annual Meeting"). The Articles Amendment is described in the
Company's Definitive Proxy Statement filed with the Securities and Exchange
Commission on April 9, 2020 in the section entitled "Proposal 3: Approval of
Amendments to our Restated Articles of Incorporation to Allow us to Implement
Proxy Access." The Articles Amendment was effective upon filing with the
Wisconsin Department of Financial Institutions on May 28, 2020.

The amendments to the By-laws (the "By-law Amendments") became effective upon the Company filing the Articles Amendment with the Wisconsin Department of Financial Institutions.

The By-law Amendments, included primarily in Section 1.09 of the By-laws, outline specific requirements for utilizing proxy access, which include the following:

•Proxy access will be available to a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company's outstanding common stock continuously for at least three years.



•Eligible shareholders will be permitted to nominate up to 20% of the total
number of directors, rounded down to the nearest whole number (but not less than
two), provided that the shareholders and nominees satisfy the requirements
specified in the By-laws.

•Nominating shareholders will be required to satisfy certain informational and
procedural requirements, including (i) that such shareholders do not have an
intent or objective to influence or change control of the Company and (ii) that
their nominees will not have entered into any agreements as to how they will
vote or act on different matters.

•To nominate a nominee for purposes of proxy access, nominating shareholders
must provide notice not more than 150 and not less than 120 days before the
anniversary of the mailing date of the proxy statement for the prior year annual
meeting.

•Loaned shares held by a nominating shareholder count toward the ownership
requirements if the shareholder has the power to recall the loaned shares on 5
business days' notice and is required to recall upon notification that its
nominee will be included in the Company's proxy statement and to hold such
shares through the date of the annual meeting.

•Proxy access will not be available if the Company has received notice that the
nominating shareholders intend to nominate and file their own proxy materials in
support of other director nominees in accordance and compliance with the advance
notice provisions of the Company's Restated Articles of Incorporation.

•Each nominating shareholder will be required to represent that it intends to
hold the required shares through the date of the annual meeting. They are not
required to hold such shares beyond the annual meeting.

•Nominating shareholders will be able to provide a written statement for
inclusion in the Company's proxy materials, not to exceed 500 words, in support
of the shareholders' nominee's candidacy? provided, however, that the Company
may decline to include any information in such statement it believes, in good
faith, would be materially misleading or violate any applicable law or
regulation.

•Shareholder director nominees will be required to meet the same qualifications
as the Company's director nominees, including independence requirements under
the listing standards of the New York Stock Exchange, any applicable rules of
the SEC and any publicly disclosed standards used by the Board in determining
independence.

The By-law Amendments also made certain related clarifying and conforming
changes. The foregoing summary is qualified in its entirety by reference to the
full text of the By-laws as amended by the By-law Amendments, which are attached
hereto as Exhibit 3.1 (unmarked version) and Exhibit 3.2 (marked version) and
are incorporated by reference herein.

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Item 5.07 Submission of Matters to a Vote of Security Holders.



At the Annual Meeting, the Company's shareholders voted on five proposals as set
forth below, each of which is described in detail in the proxy statement for the
Annual Meeting (the "2020 Proxy Statement"). The number of votes cast for,
against or withholding authority, and the number of abstentions and any broker
non-votes, with respect to each matter voted upon are set forth below.

1. 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 have been duly elected and qualified:

Director Nominee                   Shares Voted in Favor          Shares Withholding Authority   Broker Non-Votes
Troy Alstead                       115,544,109                    934,722                        15,763,673
R. John Anderson                   115,730,052                    748,779                        15,763,673
Michael J. Cave                    107,298,273                    9,180,558                      15,763,673
Allan Golston                      115,778,721                    700,110                        15,763,673
Sara L. Levinson                   111,566,094                    4,912,736                      15,763,673
N. Thomas Linebarger               113,264,515                    3,214,316                      15,763,673
Brian R. Niccol                    113,084,063                    3,394,767                      15,763,673
Maryrose T. Sylvester              113,012,621                    3,466,209                      15,763,673
Jochen Zeitz                       112,732,911                    3,745,919                      15,763,673



2. The approval, on an advisory basis, of the compensation awarded to the Company's named executive officers, as described in the 2020 Proxy Statement. This proposal was approved as set forth below:

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 80,472,454 31,454,680

              4,551,696     15,763,673




3. The approval of an amendment to our Restated Articles of Incorporation to
allow us to implement proxy access, as described in the 2020 Proxy Statement.
This proposal was approved as set forth below:

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 111,977,160 4,182,718

               318,952       15,763,673



4. The approval of the Harley-Davidson, Inc. 2020 Incentive Stock Plan as
described in the 2020 Proxy Statement. This proposal was approved as set forth
below:

Shares Voted For   Shares Voted Against    Abstentions   Broker Non-Votes
113,263,151        2,915,741               299,939       15,763,673






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5. 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, 2020. This proposal was approved as set forth below:

Shares Voted For Shares Voted Against Abstentions 124,169,827 7,848,431

               224,246

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