Independent
Tenure on this board
9.3 yrs
Also a director at
Levi Strauss & Co (LEVI)Array Technologies Inc (ARRY)
8 nominees · 5 ballot items.
Election of eight directors; advisory approval of named executive officer compensation (Say on Pay); approval to increase shares under the 2020 Incentive Stock Plan; ratification of Ernst & Young LLP as independent auditor; vote on a shareholder proposal requesting a climate transition plan.
Election of eight director nominees to the Board for one-year terms.
Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of Harley‑Davidson’s Named Executive Officers (NEOs) as disclosed pursuant to SEC rules. Management seeks shareholder input on its pay-for-performance approach, which ties a significant portion of NEO pay to short-term and long-term performance measures (STIP and PSUs) and uses market benchmarking. The board recommends a "FOR" vote, arguing the program aligns pay with performance, emphasizes equity-based incentives, and uses governance safeguards (independent HR committee, independent consultant, clawback policy). Context includes CEO transition in 2025 with one-time make‑whole awards, below‑target 2025 payouts reflecting challenging operating conditions, and extensive shareholder engagement including a prior 78% support for say‑on‑pay. The vote is advisory and non‑binding but the Human Resources Committee will consider results when making future compensation decisions.
Approve an amendment to increase the number of shares authorized under the 2020 Incentive Stock Plan by 3.5 million (total 12.2 million).
Management is asking shareholders to approve an amendment to the 2020 Incentive Stock Plan to increase the authorized share pool by 3.5 million shares, raising the total to 12.2 million. The Board frames this request as necessary to support the Company’s compensation strategy—aligning employee incentives with long-term shareholder value, aiding retention and recruitment, and preserving the ability to grant equity under an existing shareholder-approved plan. The proposal includes details on available shares as of March 5, 2026, the expected dilution (approximately 6.6% of issued and outstanding shares if fully issued), historical burn rates (1.3% in 2025), and that directors and non-employee plan awards are separately managed under a director stock plan. The Board recommends "FOR," arguing the Plan balances flexibility for grants with protections (minimum vesting, limits on repricing, Section 162(m)-style caps). The amendment would align with precedent equity plans and maintains standard adjustment and change-of-control provisions; shareholders will vote to increase share authorization to preserve competitive equity grant capacity.
Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
A shareholder proposal requesting the company to publish a climate transition plan describing if and how the company intends to achieve its climate-related goals, with annual updates.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DONALD SMITH CO., INC. | 9.52% | 10,016,874 | $203M |
| 2 | BlackRock, Inc. | 5.98% | 6,295,632 | $127M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.33% | 5,607,575 | $113M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.02% | 5,283,574 | $107M |
| 5 | LSV ASSET MANAGEMENT | 4.92% | 5,174,024 | $105M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.81% | 5,060,962 | $102M |
| 7 | AMERICAN CENTURY COMPANIES INC | 4.52% | 4,756,434 | $96M |
| 8 | STATE STREET CORP | 3.61% | 3,795,273 | $77M |
| 9 | BlackRock, Inc. | 3.14% | 3,303,222 | $67M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.89% | 3,042,450 | $62M |
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