Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


                of Certain Officers; Compensatory Arrangements of Certain

Officers.




On May 12, 2022, Harley-Davidson, Inc. (the "Company") held the Company's 2022
Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting,
the shareholders of the Company approved an amendment to the Harley-Davidson,
Inc. 2020 Incentive Stock Plan (the "Incentive Plan") to increase the authorized
number of shares under the Incentive Plan. As amended, the Incentive Plan
provides that up to a total of 6,800,000 shares of the Company's common stock
may be issued thereunder. The Incentive Plan authorizes the grant to the
Company's officers (who may include one or more of the Company's named executive
officers), directors, eligible employees and consultants of stock options, stock
appreciation rights, performance shares, performance units, shares of common
stock, restricted stock, restricted stock units, employee incentive plan shares
and dividend equivalent units. The Company cannot currently determine the
benefits, if any, to be paid under the Incentive Plan in the future to any
person eligible to receive awards.

The Incentive Plan is described in detail in the Company's proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2022 (the "2022 Proxy Statement"), and the full text of the Incentive Plan appears as Attachment A to the 2022 Proxy Statement. The description of the Incentive Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.



At the Annual Meeting, the shareholders of the Company also approved the 2022
Aspirational Incentive Stock Plan (the "AIP"), authorizing the Human Resources
Committee ("HRC") to grant to the Company's President and Chief Executive
Officer and other executive leaders of the Company, who may include one or more
of the Company's other named executive officers, of up to an aggregate of 3.0
million aspirational performance shares or performance share units ("Performance
Shares") relating to the Company's common stock, contingent upon achievement of
specific stock price thresholds. The Company cannot currently determine the
benefits, if any, to be paid under the AIP in the future to any person eligible
to receive Performance Shares. Participants would earn shares of stock under the
Performance Shares only to the extent the aspirational share price goals listed
in the table below are achieved by December 31, 2025. If the stock price
criteria are met, 50% of the associated Performance Shares will be deemed vested
immediately upon the Human Resources Committee's determination that the stock
price has been achieved, and the remaining 50% will be deemed vested on the
one-year anniversary of the date on which the share price was achieved, subject
to certain conditions outlined in the AIP.

                       Share Price    Total Shares Earned
                       Below $70      0 Shares
                       $70            750,000 Shares
                       $90            750,000 Shares
                       $110           750,000 Shares
                       $130           750,000 Shares



The AIP is described in detail in the 2022 Proxy Statement, and the full text of
the AIP appears as Attachment B to the 2022 Proxy Statement. The description of
the AIP set forth above does not purport to be complete and is qualified in its
entirety by reference to such materials.

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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 2022 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                     115,609,735                        3,387,033                        11,033,510
       R. John Anderson                   115,594,533                        3,402,235                        11,033,510
        Michael J. Cave                    95,292,198                        23,704,570                       11,033,510
     Jared D. Dourdeville                 113,978,051                        5,018,717                        11,033,510
     James D. Farley, Jr.                 115,841,414                        3,155,354                        11,033,510
         Allan Golston                    112,322,520                        6,674,248                        11,033,510
       Sara L. Levinson                   110,338,002                        8,658,766                        11,033,510
     N. Thomas Linebarger                 110,341,007                        8,655,761                        11,033,510
      Maryrose Sylvester                  111,510,428                        7,486,340                        11,033,510
         Jochen Zeitz                     114,327,191                        4,669,577                        11,033,510



2.The approval, on an advisory basis, of the compensation awarded to the
Company's named executive officers, as described in the 2022 Proxy Statement.

  Shares Voted For    Shares Voted Against    Abstentions     Broker Non-Votes
     48,065,060            70,548,967           382,741          11,033,510

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, 2022.



  Shares Voted For    Shares Voted Against    Abstentions
    124,435,707             5,333,788           260,783

4. The approval of an amendment to the Incentive Plan to increase the authorized number of shares under the plan.



  Shares Voted For    Shares Voted Against    Abstentions     Broker Non-Votes
    113,477,972             5,216,847           301,949          11,033,510

5. The approval of the AIP.



  Shares Voted For    Shares Voted Against    Abstentions     Broker Non-Votes
     83,237,538            35,384,973           374,257          11,033,510

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