---
schema_version: "secwatch.filing_event.v1"
accession: "0000793952-23-000097"
form_type: "8-K"
ticker: "HOG"
cik: "0000793952"
company_name: "HARLEY-DAVIDSON, INC."
filed_at: "2023-05-22T23:59:59+00:00"
generated_at: "2026-06-14T18:55:14.651239+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.35
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Harley-Davidson elects nine directors; say-on-pay vote 50.1% for, 49.9% against

## Summary
- Nine director nominees elected; Norman Thomas Linebarger had 45.5M withhold (~40% of votes cast against).
- Advisory say-on-pay: 56.7M for (50.04%), 56.5M against (49.96%) – near tie.
- Shareholders chose 1-year frequency for future say-on-pay votes with 108.6M votes (95.7% of votes cast).
- Ratification of Ernst & Young as auditor: 123.3M for, 2.6M against, 0.2M abstentions.
- Total shares voted: ~126.1M; broker non-votes of 12.6M on director and say-on-pay proposals.

## SEC filing metadata
- accession: 0000793952-23-000097
- form_type: 8-K
- ticker: HOG
- cik: 0000793952
- company_name: HARLEY-DAVIDSON, INC.
- filed_at: 2023-05-22T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.35
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/793952/000079395223000097/0000793952-23-000097-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/793952/000079395223000097/hog-20220518.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000793952-23-000097
- JSON: https://secwatch.observer/filing/0000793952-23-000097.json
- Plain text: https://secwatch.observer/filing/0000793952-23-000097.txt

## Key facts
- Shareholder Votes
  HARLEY-DAVIDSON, INC. shareholders approved Election of Directors at the 2023-05-18 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders or until each of their respective successors have been duly elected and qualified
  evidence_url: https://www.sec.gov/Archives/edgar/data/793952/000079395223000097/0000793952-23-000097-index.htm
- Shareholder Votes
  HARLEY-DAVIDSON, INC. shareholders voted on Advisory vote on compensation of named executive officers at the 2023-05-18 meeting.
  - Proposal: say on pay
  - Meeting: 2023-05-18
  source text: The approval, on an advisory basis, of the compensation awarded to the Company's named executive officers, as described in the 2023 Proxy Statement
  evidence_url: https://www.sec.gov/Archives/edgar/data/793952/000079395223000097/0000793952-23-000097-index.htm
- Shareholder Votes
  HARLEY-DAVIDSON, INC. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2023-05-18 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/793952/000079395223000097/0000793952-23-000097-index.htm
- Shareholder Votes
  HARLEY-DAVIDSON, INC. shareholders approved Advisory vote on frequency of say-on-pay at the 2023-05-18 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: To consider, on an advisory basis, the frequency of the advisory vote of the compensation of our named executive officers: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 108,563,969 156,715 4,679,330 192,661 12,556,793
  evidence_url: https://www.sec.gov/Archives/edgar/data/793952/000079395223000097/0000793952-23-000097-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.