H Partners Reminds Shareholders to Visit <\/i><\/b>www.FreeTheEagle.com<\/i><\/b><\/a> for Further Campaign Information and Details on How to Vote<\/i><\/b><\/p>\n NEW YORK–(BUSINESS WIRE<\/a>)– \nH Partners commented:\n<\/p>\n \n\u201cWe strongly disagree with ISS\u2019 erroneous view that shareholders are well-served by having the Company\u2019s next CEO selected by entrenched directors who have overseen significant value destruction during their multi-decade tenures on the Board. ISS\u2019 recommendation does not reflect feedback we have been receiving from fellow shareholders. Since launching our campaign for change at Harley-Davidson, we\u2019ve received overwhelming support from the Harley-Davidson community \u2013 including fellow shareholders, dealers, riders, and former and current employees \u2013 who share our concerns.\n<\/p>\n \nThe reality is that CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and 29-year director Sara Levinson have overseen substantial underperformance, weak strategy execution, and flawed corporate governance that caused damage across stakeholder groups and made clear that change is overdue.\n<\/p>\n Poor Performance<\/b>: The Company has delivered negative TSR over every relevant timeframe since Mr. Zeitz was appointed CEO five years ago, and each of these directors has an alarming record of dramatic underperformance. Under Mr. Zeitz, Mr. Linebarger, and Ms. Levinson, the Company\u2019s shares underperformed the S&P 400 Consumer Discretionary Index by -335%, -403%, and -816%, respectively.1<\/sup> After 18, 17, and 29 years on the Board, respectively, it is clear that this level of underperformance cannot be blamed on a prior management team. Similarly, macroeconomic headwinds are simply not an excuse for the Company\u2019s poor performance when motorcycle registrations are up 23% for every motorcycle manufacturer except Harley-Davidson since Mr. Zeitz took over as CEO.2<\/sup><\/p>\n Weak Execution<\/b>: While we supported Mr. Zeitz\u2019s Hardwire Strategic Plan when it was announced in February 2021, the Company\u2019s failure to deliver profitable growth or shareholder value demonstrate that execution has failed. This is further evidenced by the fact that Mr. Zeitz is tracking significantly below each of his Hardwire financial targets and dramatically lowered guidance three years after providing long-term guidance with the Hardwire Plan.3<\/sup> In addition, the Company also missed or cut guidance in six of the last nine quarters.4<\/sup><\/p>\n Flawed Corporate Governance<\/b>: In our view, the nearly two-decade overlap among these three directors has rendered them unable to hold each other accountable for chronic underperformance and raises serious questions about their independence. It is clear to us that allowing an underperforming, outgoing CEO and two long-tenured, entrenched directors to select the Company\u2019s next CEO will only erode shareholder value further. In fact, more than $9 billion in equity value has been destroyed following two CEO succession processes overseen by Mr. Zeitz, Mr. Linebarger, and Ms. Levinson in their capacity as directors over the past decade.5<\/sup><\/p>\n Damage Across Stakeholder Groups<\/b>: Under Mr. Zeitz\u2019s leadership, each of Harley-Davidson\u2019s key stakeholder groups has suffered. Employees have experienced a revolving door of senior leadership, a mass exodus of passionate and loyal team members throughout the organization, and a cultural depletion exacerbated by Mr. Zeitz\u2019s decision to shutter the iconic Juneau Ave. headquarters in Milwaukee. More than half of U.S. dealerships were unprofitable in 2024, and dealer sentiment is near a decade-long low.6<\/sup> Customers have been negatively impacted by declines in bike values and the elimination of entry-level products has made it harder for riders to join the Harley-Davidson community. Lastly, shareholders have suffered more than $2 billion in equity value destruction under Mr. Zeitz\u2019s CEO tenure.7<\/sup><\/p>\n \nImportantly, we want to make clear that this campaign is not about our CEO candidate, and it is not about H Partners\u2019 Board seat. We are running this campaign with one simple goal: to send a strong message to the Board that shareholders are dissatisfied with the status quo and that meaningful changes to the Board are necessary in order to put Harley-Davidson on the path to value creation.\n<\/p>\n \nWe encourage shareholders to join us in voting WITHHOLD<\/span><\/b> on the election of Mr. Zeitz, Mr. Linebarger, and Ms. Levinson to send a strong message to the Board that urgent change is needed at Harley-Davidson. Together, we can return this iconic American company to greatness.\u201d\n<\/p>\n \n***\n<\/p>\n \nShareholders can be part of returning Harley-Davidson to greatness by voting \u201cWITHHOLD<\/span><\/b>\u201d on the BLUE<\/span><\/b> proxy card for the election of three of Harley-Davidson\u2019s long-tenured incumbent directors \u2013 CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and 29-year director Sara Levinson \u2013 at the Company\u2019s Annual Meeting.\n<\/p>\n \nVisit www.FreeTheEagle.com<\/a> for additional information about H Partners\u2019 campaign, including how to vote on the BLUE<\/span><\/b> proxy card.\n<\/p>\n About H Partners Management<\/span><\/b><\/p>\n \nH Partners Management, LLC is an independent investment firm founded in 2005 based in New York City.\n<\/p>\n IMPORTANT INFORMATION FOR SHAREHOLDERS<\/b><\/p>\n \nHarley-Davidson shareholders who have not yet received our proxy material and want to support H Partners\u2019 campaign today may vote \u201cWITHHOLD<\/span><\/b>\u201d on the Company\u2019s 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\u2019s WHITE voting forms or our BLUE<\/span><\/b> proxy card or voting instruction form will revoke your previously cast vote. Only your latest dated vote counts<\/span>.\n<\/p>\n Additional Information<\/b><\/p>\n \nH Partners, together with the other participants in its proxy solicitation (collectively, \u201cthe Participants\u201d), has filed a definitive proxy statement and accompanying BLUE <\/b>proxy card with the Securities and Exchange Commission (\u201cSEC\u201d) 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\u2019s website at http:\/\/www.sec.gov<\/a>. 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\u2019 proxy solicitor, Saratoga Proxy Consulting, at its toll-free number (888) 368-0379 or via email at info@saratogaproxy.com<\/a>.\n<\/p>\n 2<\/sup> Company SEC filings.\n<\/p>\n<\/td>\n<\/tr>\n 3<\/sup> Company SEC filings and quarterly and annual earnings announcements; Company FY 2024 10-K and FY 2019 10-K; NPA auction data; Baird Research, April 8, 2025; H Partners primary research; Harley-Davidson Unveils The Hardwire Five-Year Strategic Plan; Targets Profitable Growth And Brand Desirability, Harley-Davidson, Feb. 2, 2021.\n<\/p>\n<\/td>\n<\/tr>\n 4<\/sup> Company SEC filings and quarterly and annual earnings announcements.\n<\/p>\n<\/td>\n<\/tr>\n 5<\/sup> Bloomberg. Calculated from May 1, 2015, through April 8, 2025.\n<\/p>\n<\/td>\n<\/tr>\n 6<\/sup> Baird\u2019s April 2025 Harley-Davidson Dealer Survey.\n<\/p>\n<\/td>\n<\/tr>\n 7<\/sup> Bloomberg. Calculated from February 28, 2020, through April 8, 2025.\n<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \n\u00a0\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250505840694\/en\/<\/a><\/span><\/p>\n \nFor Shareholders:\n<\/p>\n \nSaratoga Proxy Consulting LLC \nFor Media:\n<\/p>\n
\nH Partners Management, LLC (\u201cH Partners\u201d or \u201cwe\u201d), one of the largest shareholders of Harley-Davidson, Inc. (NYSE: HOG) (\u201cHarley-Davidson\u201d or the \u201cCompany\u201d), which beneficially owns approximately 9.1% of the outstanding shares of the Company, today issued the following statement in response to a report issued by Institutional Shareholder Services (\u201cISS\u201d) in relation to Harley-Davidson\u2019s upcoming Annual Meeting of Shareholders (the \u201cAnnual Meeting\u201d). The Annual Meeting is scheduled for May 14, 2025.\n<\/p>\n\n
\n \n \u00a0<\/td>\n<\/tr>\n \n 1<\/sup> Bloomberg. Figures through market close on April 8, 2025, the last trading day before the resignation of H Partners\u2019 representative from Harley-Davidson\u2019s Board of Directors was disclosed on a Schedule 13D\/A.<\/td>\n<\/tr>\n \n \n \n \n \n \n \n \n \n \n \n \n <\/p>\n
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John Ferguson \/ Joseph Mills, 212-257-1311
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info@saratogaproxy.com<\/a><\/p>\n