HOG Harley-Davidson, Inc. - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, Harley-Davidson, Inc. (the “Company”) held the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved an amendment to the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “Incentive Plan”) to increase the authorized number of shares under the Incentive Plan, which amendment had previously been approved by the Company’s Board of Directors, subject to shareholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K.

As amended, the Incentive Plan provides that up to a total of 12,200,000 shares of the Company’s common stock may be issued thereunder. The Incentive Plan authorizes the grant to the Company’s officers (who may include one or more of the Company’s named executive officers) and eligible employees of stock options, stock appreciation rights, performance shares, performance units, shares of common stock, restricted stock, restricted stock units, employee incentive plan shares and dividend equivalent units. The Company cannot currently determine the benefits, if any, to be paid under the Incentive Plan in the future to any person eligible to receive awards.

The Incentive Plan is described in detail in the Company’s proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 9, 2026 (the “2026 Proxy Statement”), and the full text of the Incentive Plan appears as Appendix A to the 2026 Proxy Statement. The description of the Incentive Plan set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s shareholders voted on five proposals as set forth below, each of which was described in detail in the 2026 Proxy Statement. The number of votes cast for, against (where applicable), or withholding authority (where applicable), and the number of abstentions (where applicable) and any broker non-votes with respect to each matter voted upon are set forth below.

1. Proposal 1: Election of Directors: 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 has been duly elected and qualified:

Director Nominee

Shares Voted For

Shares Withheld

Broker Non-Votes

Troy Alstead

66,552,679

4,537,362

13,525,983

Lori Flees

69,294,243

1,795,798

13,525,983

Allan Golston

59,736,688

11,353,353

13,525,983

Rafeh Masood

69,053,306

2,036,735

13,525,983

Daniel J. Nova

69,663,213

1,426,828

13,525,983

Matthew J. Reintjes

69,682,766

1,407,275

13,525,983

Artie Starrs

70,012,530

1,077,511

13,525,983

Maryrose Sylvester

66,728,675

4,361,366

13,525,983

2. Proposal 2: The approval, on an advisory basis, of the compensation awarded to the Company’s Named Executive Officers, as described in the 2026 Proxy Statement.

Shares Voted For

Shares Voted Against

Abstentions

Broker Non-Votes

61,057,442

9,796,616

235,983

13,525,983

3. Proposal 3: The approval of an amendment to the Harley-Davidson, Inc. 2020 Incentive Stock Plan to increase the authorized number of shares of the Company's common stock under the plan.

Shares Voted For

Shares Voted Against

Abstentions

Broker Non-Votes

66,926,011

3,875,568

288,462

13,525,983

4. Proposal 4: 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, 2026.

Shares Voted For

Shares Voted Against

Abstentions

83,047,856

1,378,822

189,346

5. Proposal 5: A shareholder proposal regarding a climate transition plan.

Shares Voted For

Shares Voted Against

Abstentions

Broker Non-Votes

15,168,872

55,305,212

615,957

13,525,983

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