Item 2.02 Results of Operations and Financial Condition.
On February 8, 2022, Harley-Davidson, Inc. (the "Company") issued a press
release (the "Press Release") announcing the Company's fourth quarter results
for the financial period ended December 31, 2021. A copy of the Press Release is
being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 4, 2022, the Board of Directors of the Company adopted amended and
restated by-laws in the context of approving amendments to the provisions of the
by-laws contained in Section 2.08 relating to majority voting for directors. A
copy of the amended and restated by-laws is attached hereto as Exhibit 3.1 and
is incorporated herein by reference. Specifically, the amendments provide, among
other things, that: (1) if an incumbent director is required to tender his or
her resignation under Section 2.08, then the incumbent director's tendered
resignation letter shall become effective sixty days after the election vote is
certified unless the reviewing directors decide to reject the resignation; (2)
the reviewing directors shall accept a tendered resignation unless they
determine that there is a compelling reason or reasons to not accept the
resignation, which the Company must disclose; and (3) when a director whose
resignation is rejected remains on the Board of Directors as a holdover director
but fails to be re-elected at the next election of directors, his or her
tendered resignation will be automatically effective thirty days after the
certification of the election vote, with no ability to reject the tendered
resignation.
Item 9.01 Financial Statements and Exhibits.
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The following exhibit is being furnished herewith:
Exhibit No. Description
Amended and Restated By-Laws of Harley-Davidson, Inc., effective as of February
3.01 4, 2022
99.1 Press Release of Harley-Davidson, Inc. dated February 8, 2022© Edgar Online, source Glimpses
HARLEY-DAVIDSON, INC. 
