Two Leading Independent Proxy Advisory Firms Recommend Harley-Davidson Shareholders Vote “Withhold” to Unseat Three Entrenched Directors
HOG
Published on 05/06/2025 at 19:26
Glass Lewis and Egan-Jones Recommend Shareholders Vote WITHHOLD on Long-Tenured Directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson on the BLUE Proxy Card Both Proxy Advisory Firms Highlight the Company’s Sustained Underperformance and Erosion of Shareholder Value Under CEO & Entrenched Directors H Partners Reminds Shareholders to Visit www.FreeTheEagle.com for Further Campaign Information and Details on How to Vote
H Partners Management, LLC (“H Partners” or “we”), one of the largest shareholders of Harley-Davidson, Inc. (NYSE: HOG) (“Harley-Davidson”, “Harley” or the “Company”), which beneficially owns approximately 9.3% of the outstanding shares of the Company, today announced that two independent proxy advisory firms – Glass, Lewis & Co. (“Glass Lewis”) and Egan-Jones Ratings Company (“Egan-Jones”) – have recommended that Harley-Davidson shareholders vote “WITHHOLD” on long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson at the Company’s upcoming Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting is scheduled for May 14, 2025.
H Partners commented:
“We are pleased that two of the leading proxy advisors saw through Harley’s attempts to distract shareholders from its abysmal performance and egregious governance failures. In their respective reports, Glass Lewis and Egan-Jones both make clear that Mr. Zeitz, Mr. Linebarger, and Ms. Levinson – who have overseen significant value destruction during their 18-, 17-, and 29-year tenures on the Board of Directors – cannot be trusted by shareholders to make transformational decisions about Harley-Davidson’s future.”
In its report, Glass Lewis highlighted its rationale for recommending shareholders vote withhold on the three entrenched directors based on assessment of several critical factors, including:1
Severe Underperformance and Lack of Accountability
Poor Governance and Low Credibility to Choose the Company’s Next CEO
Long History of Weak Execution and Missing Financial Targets
Additionally, Egan-Jones made the following points regarding the urgent need for boardroom change at Harley-Davidson based, in particular, on the Company’s poor financial performance:2
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Shareholders can be part of returning Harley-Davidson to greatness by voting “WITHHOLD” on the BLUE proxy card for the election of three of Harley-Davidson’s long-tenured incumbent directors – CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and 29-year director Sara Levinson – at the Company’s Annual Meeting.
Visit www.FreeTheEagle.com for additional information about H Partners’ campaign, including how to vote on the BLUE proxy card.
About H Partners Management
H Partners Management, LLC is an independent investment firm founded in 2005 based in New York City.
IMPORTANT INFORMATION FOR SHAREHOLDERS
Harley-Davidson shareholders who have not yet received our proxy material and want to support H Partners’ campaign today may vote “WITHHOLD” on the Company’s WHITE proxy card or voting instruction form. If shareholders have already voted using the Company's WHITE Proxy Card or voting instruction form or had their vote taken over a recorded line on the telephone, a later-dated vote on either the Company’s WHITE voting forms or our BLUE proxy card or voting instruction form will revoke your previously cast vote. Only your latest dated vote counts.
Additional Information
H Partners, together with the other participants in its proxy solicitation (collectively, “the Participants”), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies in connection with the Annual Meeting. Shareholders are advised to read the proxy statement and any other documents related to the solicitation of shareholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the Participants. These materials and other materials filed by H Partners with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by H Partners with the SEC are also available, without charge, by directing a request to the Participants’ proxy solicitor, Saratoga Proxy Consulting, at its toll-free number (888) 368-0379 or via email at [email protected].
1 Permission to use quotations from Glass Lewis was neither sought nor obtained.
2 Permission to use quotations from Egan-Jones was neither sought nor obtained.
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