Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2020, Impala Master Fund Ltd., a Cayman Islands exempt company
("Impala Fund"), delivered notice of an intent to nominate two candidates for
election to the Board of Directors (the "Board") of Harley-Davidson, Inc. (the
"Company") at the Company's 2020 annual meeting of shareholders (the "2020
Annual Meeting"). On March 27, 2020, the Company entered into a settlement
agreement (the "Agreement") with Impala Fund and Impala Asset Management LLC, a
Delaware limited liability company (the "Investment Manager" and, collectively
with Impala Fund, "Impala"). Impala is a shareholder of the Company.
Among other things, the Agreement provides that: (i) Impala withdraws its notice
of intent to nominate two candidates; (ii) after the 2020 Annual Meeting
concludes but by July 31, 2020, one new director will be appointed to the Board
either by expanding the size of the Board by one or by filling a vacancy created
by any member of the Board being unable or ceasing to serve on the Board due to
death, disability or resignation (such new director, the "Additional Independent
Director"); (iii) Impala will be entitled to submit to the Board and the
Nominating and Corporate Governance Committee of the Board (the "Nominating
Committee") up to two individuals to serve as the Additional Independent
Director who are independent of the Company, are not affiliated with Impala and
may not include the candidates that Impala identified in its notice of intent to
nominate; (iv) the Nominating Committee will be entitled to submit to Impala up
to two individuals to serve as the Additional Independent Director; (v) Impala
will consider and approve or deny each candidate submitted by the Nominating
Committee; (vi) the Nominating Committee will consider and approve or deny each
candidate submitted by Impala; (vii) if neither of Impala's suggested candidates
is approved and neither of the Nominating Committee's candidates is approved,
then Impala and the Nominating Committee each may submit to the other one
additional candidate for the other's consideration, with the process repeating,
as needed, until a candidate is approved; and (viii) the Board will appoint the
approved candidate as the Additional Independent Director with a term to expire
at the 2021 Annual Meeting.
As part of the Agreement, Impala, among other things, agreed to customary
standstill commitments and to vote its shares in favor of the Board's
recommendations regarding director elections and other matters to be submitted
to a vote at the 2020 Annual Meeting. The standstill provisions last until 15
days prior to the last day of the advance notice period for the submission by
shareholders of non-proxy access director nominations for the Company's 2021
annual meeting of shareholders. As of the date of the Agreement, Impala
represented that it owned 2,683,703 shares of the Company's outstanding common
stock. To retain its rights under the Agreement, Impala must maintain beneficial
ownership of at least the lesser of 1,528,376 shares of common stock of the
Company or 1% of the then-outstanding shares of common stock. The Company agreed
to pay $425,000 to Impala to cover one-half of the out-of-pocket expenses that
Impala incurred.
The parties entered into the Agreement in the spirit of cooperation during
trying times, viewing it as a necessity to move forward. The parties worked
together to achieve a resolution that will further the Board's ongoing
refreshment process by appointing one new independent Board member agreeable to
both Impala and the Board.
The foregoing summary description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the Agreement, a copy
of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01(d) Financial Statements and Exhibits.

Exhibit 10.1 Settlement Agreement, dated March 27, 2020

Exhibit 10.4 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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