Business Context and Reporting Period
This Form 8-K Current Report from Harley-Davidson, Inc. covers events occurring between September 9, 2025 and September 15, 2025. The filing primarily addresses significant changes to the composition of the Company's Board of Directors, including the retirement of two directors and the appointment of two new directors.
Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance changes.
Material Changes
Director Resignations
- Sara Levinson and N. Thomas Linebarger announced their retirement from the Board, effective September 15, 2025.
- The Company confirmed that neither resignation resulted from any disagreement with the Company regarding operations, policies, or practices.
Director Appointments
- Daniel J. Nova and Matthew J. Reintjes were appointed as new Directors, effective September 15, 2025.
- Both are deemed independent under New York Stock Exchange rules.
- Committee Assignments:
- Daniel J. Nova: Human Resources Committee, Sustainability and Safety Committee, and Nominating and Corporate Governance Committee.
- Matthew J. Reintjes: Audit and Finance Committee and Nominating and Corporate Governance Committee.
Compensation and Governance Details
New directors will receive compensation in accordance with the Company's Director Compensation Policy:
- Annual Retainer: A pro-rata portion of the $110,000 annual retainer for non-employee Directors.
- Committee Retainer: Mr. Reintjes will receive a pro-rata portion of an additional $5,000 for Audit and Finance Committee membership.
- Payment Structure: At least 50% of the retainer will be paid in common stock and/or share units.
- Equity Grant: Each new director will receive an annual grant of share units valued at $145,000.
- Timing: Compensation will be awarded following their first attended Board meeting.
Key Facts for Investor Verification
- Verify the effective date of the Board composition change is September 15, 2025.
- Confirm the independence status of new directors Daniel J. Nova and Matthew J. Reintjes per NYSE rules.
- Note the specific committee assignments, particularly Mr. Reintjes' role on the Audit and Finance Committee.
- Review the total annualized compensation package for new directors ($110,000 retainer + $145,000 equity grant, plus $5,000 for Mr. Reintjes).
- Check for any subsequent filings regarding the 2026 Annual Meeting of Shareholders where the new directors' terms will expire.