Ahead of Harley-Davidson’s annual meeting on May 14, New York-based H Partners Management is alleging that Harley’s board has made “undisclosed commitments” to a “handpicked set of shareholders.”
In a statement, H Partners claims these commitments have been made to secure votes that will assure the re-election to the board of Jochen Zeitz, CEO of Harley-Davidson, along with board members Tom Linebarger and Sara Levinson.
H Partners, which owns a 9.3% stake in Harley-Davidson, launched a campaign last month aimed at getting shareholders to withhold re-electing Zeitz, Linebarger, and Levinson to Harley’s board. H Partners is also calling on the board to immediately remove Zeitz as CEO and install a senior leader to the position temporarily.
“As a result of our ongoing engagement with fellow shareholders, we have learned from numerous sources that the Harley-Davidson board has been making secret, undisclosed commitments to select investors in an apparent attempt to win votes for Jochen Zeitz, Thomas Linebarger, and Sara Levinson at the 2025 annual meeting of shareholders,” said H Partners in a statement released Thursday. “Our engagement leads us to believe that certain shareholders are being told that Mr. Zeitz, Mr. Linebarger, and Ms. Levinson intend to exit the board over the next year, the board now intends to appoint an external CEO, and the board has done away with the concept of the current CEO transitioning to executive chair.”
H Partners says the Harley-Davidson board has violated corporate governance norms and the SEC’s proxy rules by allegedly making these commitments.
“This conduct suggests that the board believes there are two tiers of shareholders: an elite group of holders with special access and all other holders who are in the dark,” the H Partners’ statement says. “We maintain that this is exactly the type of arrogant, insular thinking that has led to brand erosion, dealer frustration, and sustained sales declines at Harley-Davidson.”
In a Friday statement, Harley-Davidson rebuked H Partners’ claim that board members have made any sort of undisclosed commitments.
“Regrettably, H Partners has been pursuing a misleading and disruptive campaign for weeks,” according to the statement. “As our 2025 annual meeting of shareholders approaches, H Partners has resorted to a desperate, last-ditch attempt to sway shareholders. The Harley-Davidson board is operating with the utmost integrity and in accordance with concepts of responsible corporate governance – concepts that H Partners clearly does not understand.”
More articles about Harley-Davidson:
- Harley-Davidson dealers across the U.S. vocalize support of leadership change
- Proxy advisor firms pick sides in H Partners, Harley-Davidson dispute
- Harley-Davidson expects tariff hit of at least $130 million this year
- Georgia-based investment firm throws support behind H Partners’ push to shake up Harley-Davidson leadership
- H Partners says Harley-Davidson recommended CFO as next CEO candidate
- Harley-Davidson board picks candidate to replace member who resigned
- Harley-Davidson to occupy 160,000-square-foot warehouse space at former JCPenney distribution center in Wauwatosa
- Investment firm launches activist campaign against Harley-Davidson leadership
- Split vote on CEO candidate played role in Harley-Davidson board member’s resignation
- Harley-Davidson board member resigns citing ‘severe underperformance’ and ‘cultural depletion’ of brand
- $365 million drop in Q4 leaves Harley sales down 11% for the year
