Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2022, Harley-Davidson, Inc. (the "Company") entered into a
Cooperation Agreement (the "Cooperation Agreement") with H Management, LLC and
certain of its affiliates (collectively, "H Partners") regarding the appointment
of an H Partners' representative to the Company's board of directors (the
"Board") and certain related matters. The following description of the
Cooperation Agreement is qualified in its entirety by reference to the
Cooperation Agreement, which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Pursuant to the Cooperation Agreement, the Company appointed Jared Dourdeville
to the Board as a director, and Mr. Dourdeville was appointed to the Nominating
and Corporate Governance Committee (the "Nominating Committee") and the Human
Resources Committee of the Board, effective as of the date of the Cooperation
Agreement. Further, the Company agreed that the Company's slate of nominees for
the election of directors of the Company at the Company's 2022 annual meeting of
shareholders (the "2022 Annual Meeting") will include Mr. Dourdeville as a
nominee.
During the period ending on the later of (i) the earlier of (x) 30 days prior to
the deadline to submit director nominations for the Company's 2023 annual
meeting of shareholders (the "2023 Annual Meeting") that are not to be included
in the Company's proxy materials for the 2023 Annual Meeting pursuant to the
Company's Articles of Incorporation and By-laws and (y) 100 days prior to the
first anniversary of the 2022 Annual Meeting, and (ii) 10 days after Mr.
Dourdeville (or any replacement) is no longer serving on the Board, H Partners
has agreed to certain standstill provisions, including, among other things,
agreeing not to (i) acquire ownership (beneficial or otherwise) in excess of
14.99% of the Company's then outstanding shares of common stock, (ii) nominate
or recommend for nomination any person for election to the Board, (iii) submit
any proposal for consideration at, or bring any other business before, any
shareholder meeting, or (iv) solicit any proxy, consent, or other authority to
vote of shareholders or conduct any other referendum (including any "withhold,"
"vote no," or similar campaign) with respect to, or from the holders of, the
Company's shares.
Pursuant to the Cooperation Agreement, H Partners has also agreed to vote its
shares of the Company's common stock at the 2022 Annual Meeting (i) in favor of
the slate of directors recommended by the Board, (ii) against the election of
any nominee for director not approved, recommended, and nominated by the Board
for election, and (iii) in accordance with the Board's recommendation with
respect to any other matter or proposal presented at any such meeting, subject
to certain exceptions relating to business combination transactions. The
Cooperation Agreement also includes certain confidentiality provisions and a
mutual release of any and all claims between H Partners and the Company
occurring or arising at any time on or prior to the date of the execution of the
Cooperation Agreement.
Exhibit No. Description
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
(included as Exhibit 101)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Pursuant to the Cooperation Agreement described in Item 1.01, effective as of
the date of the Cooperation Agreement, the Board appointed Jared Dourdeville as
a director and appointed him to the Nominating and Governance Committee and
Compensation Committee of the Board, which are the only committees of the Board
to which he has been appointed to date. Mr. Dourdeville has been at H Partners
since 2013.
The Company's Director Compensation Policy is applicable to Mr. Dourdeville as a
non-employee director. However, Mr. Dourdeville has elected to waive his
director compensation and will not receive compensation during his Board tenure.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Shell Company Transactions
Not applicable.
(d) Exhibits© Edgar Online, source Glimpses
HARLEY-DAVIDSON, INC. 
