Business Context and Reporting Period
This Form 8-K Current Report, dated April 5, 2025, concerns Harley-Davidson, Inc. (HOG). The filing addresses the resignation of Jared Dourdeville from the Board of Directors and provides the Company's response to the reasons cited in his resignation letter. The report highlights that the Company is in the final year of its five-year "Hardwire" strategic plan (2021-2025) and is currently in the process of searching for a successor to the Chief Executive Officer.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity for the current period. However, it notes the following qualitative financial and operational metrics:
- Shareholder Return: The Company delivered a better total shareholder return than all but one of its peers in the motorcycle and powersports industries.
- Employee Turnover: Voluntary employee turnover in 2024 was the lowest in the Company's recorded history, with 2023 being the second lowest.
- Employee Engagement: Engagement in 2024 was the highest since the survey began in 2021.
- Market Environment: The Company cites an "unprecedented downturn" in the motorcycle and powersports industries impacting both the Company and its competitors.
Material Changes and Governance Events
The primary material change reported is the resignation of Director Jared Dourdeville on April 5, 2025. Key governance events include:
- CEO Search: In late March 2025, the Board evaluated three candidates for the CEO role but decided not to extend an offer to any of them.
- Board Conflict: Mr. Dourdeville's resignation followed a disagreement regarding the CEO selection process. He was the only director to vote against the majority on the decision not to offer the role to his preferred candidate.
- Resignation Timing: Mr. Dourdeville resigned on April 5, 2025, immediately prior to a scheduled Board meeting on April 7, 2025, intended to discuss his demands for the resignation of three other directors.
Management Commentary, Risks, and Outlook
Management and the Board provided the following commentary and context regarding the resignation and future outlook:
- Response to Resignation Reasons: The Board disputes Mr. Dourdeville's claims regarding succession planning, governance, culture, and commercial execution. The Company states that Mr. Dourdeville previously supported the current leadership and the "Hardwire" plan, and never raised concerns about the hybrid/remote working model or the retirement of the Sportster model in board meetings.
- Strategic Execution: The Company asserts it has successfully executed the "Hardwire" plan, reinvigorating the brand despite a challenging operating environment. It continues to invest in new entry-level models and reduce dealer inventory.
- Future Engagement: The Board intends to continue engaging with H Partners (Mr. Dourdeville's firm) as a significant shareholder while maintaining independent judgment.
- Risks: The filing includes a standard cautionary note regarding forward-looking statements, citing risks related to the execution of business plans, the evolution of the LiveWire brand, and general market conditions detailed in the 2024 Form 10-K.
Investor Verification Checklist
- Verify the status of the CEO search and the timeline for appointing a new Chief Executive Officer.
- Review the full text of Jared Dourdeville's resignation letter (Exhibit 17.1) to compare his specific grievances with the Board's rebuttal.
- Monitor upcoming shareholder meetings for potential changes to the Board composition or proxy voting dynamics following this resignation.
- Assess the impact of the "unprecedented downturn" in the motorcycle industry on the Company's ability to meet the final year targets of the "Hardwire" plan.
- Check subsequent filings for updates on the Board's evaluation of the three directors Mr. Dourdeville demanded resign.