Harley-Davidson Board Survives Proxy Battle

Still, the vote was close enough that the three directors mentioned above have reportedly conceded to some of H Partners’ demands. Zeitz, Linebarger and Levinson will remain on the board for now, but have reportedly agreed to step down before next year’s shareholders meeting. The board has also agreed to appoint a new, external candidate to replace Zeitz as CEO. Though H Partners may have preferred otherwise, those three directors will have a say in the new hire. The final results still need to be tabulated and certified by an independent party, but given these concessions, it’s a safe bet the results will be confirmed.

In a released statement, H Partners says:

“We thank our fellow shareholders and all other stakeholders, including dealers, riders, and employees, for their outpouring of support during this campaign for change at Harley. While we are disappointed with the state of the Company under the leadership of Mr. Zeitz, Mr. Linebarger, and Ms. Levinson, we believe that this shareholder mandate can create a brighter future for Harley-Davidson.

We are encouraged that this campaign compelled Harley’s Board to commit to numerous shareholders that Mr. Zeitz, Mr. Linebarger, and Ms. Levinson will resign from the Board before the 2026 Annual Meeting, that it will appoint a new, external CEO, and that it will eliminate any consideration of Mr. Zeitz remaining on in an Executive Chair role. With such a large withhold vote, we call on the Board to follow through on these promises.

We believe the outcome of today’s Annual Meeting sends a clear message that the direction of the Company needs to change. We are pleased that our campaign forced the Board to engage directly with stakeholders that they had long ignored, including dealers, employees, and shareholders. We encourage all stakeholders to continue to voice their perspectives on what is required to fix this great company.”

The drama started at the end of March, sparked by a disagreement over selecting Zeitz’s successor as president and CEO. After H Partners’ proposed nominee failed to get selected, its representative Jared Dourdeville promptly resigned, and the investment firm launched a campaign to withhold votes for Zeitz, Linebarger, and Levinson and force their resignations.

Over the last few weeks, Harley-Davidson and H Partners have been waging a public relations war to sway shareholders one way or the other, with various other significant shareholders and financial analysts jumping into the fray.

In addition to Zeitz, Linebarger, and Levinson, the preliminary vote confirmed the re-election of directors Troy Alstead, James Duncan Farley, Jr., Allan Golston, Rafeh Masood, and Maryrose Sylvester, and the election of new board member Lori Flees.

Contrary to some reports, Flees was not selected to replace Dourdeville as director. The board had nominated Flees before Dourdeville’s resignation, with plans to expand the board to 10 directors. Flees, who is currently also CEO and President of Valvoline, now brings the board back to nine directors.

With the proxy battle out of the way, the focus now shifts to selecting a new CEO. Jonathan Root, Harley-Davidson’s current chief financial officer, was initially viewed as the likeliest candidate, but the commitment to an external hire pretty much rules him out. The board interviewed a handful of candidates, with none receiving majority support (including H Partners’ choice, who reportedly received a split vote).

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