HARLEY DAVIDSON INC (HOG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
HARLEY DAVIDSON INC · Meeting: May 21, 2026
Directors FOR
4
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Alstead has served on the board since February 2017, his tenure fully overlaps the period in which Harley-Davidson's stock declined 34% over three years while the consumer discretionary sector ETF (XLY) gained 59% — a gap of nearly 93 percentage points, far exceeding the 30-point trigger for companies with negative absolute returns; the 5-year picture is equally poor (-40% vs XLY), so no long-term mitigant applies.
Mr. Golston has served on the board since February 2017, and his full tenure overlaps the sustained stock underperformance period; with Harley-Davidson's shares down 34% over three years while the consumer discretionary sector ETF (XLY) gained 59% — a 93-percentage-point gap — and no improvement over five years, the TSR trigger fires with no mitigating long-term track record to offset it.
Mr. Masood joined the board in August 2022, more than 24 months before the meeting, so the new-director exemption does not apply; his tenure covers essentially the full three-year underperformance period during which the stock fell 34% against a sector gain of 59% (XLY), a 93-point gap well above the 30-point trigger threshold for companies with negative absolute returns.
Ms. Sylvester has served on the board since July 2016, and her nearly decade-long tenure covers the entire underperformance period; Harley-Davidson's stock is down 34% over three years while the consumer discretionary sector ETF (XLY) rose 59% — a 93-point gap far exceeding the 30-point trigger — and the five-year record is equally poor, leaving no long-term mitigant to offset the vote against.
For Analysis
Ms. Flees joined the board in May 2025, which is less than 24 months before the meeting date, so she is fully exempt from the TSR underperformance trigger under the policy's new-director exemption; no other adverse flags apply.
Mr. Nova joined the board in September 2025, less than 24 months before the meeting date, so he is fully exempt from the TSR underperformance trigger under the policy's new-director exemption; no other adverse flags apply.
Mr. Reintjes joined the board in September 2025, less than 24 months before the meeting date, so he is fully exempt from the TSR underperformance trigger under the policy's new-director exemption; as CEO of YETI Holdings he holds one additional public board seat, which is within the policy limit; no other adverse flags apply.
Mr. Starrs joined the board in October 2025 as the incoming CEO, less than 24 months before the meeting date, so he is fully exempt from the TSR underperformance trigger; as a sitting CEO he holds one outside public board seat (Dine Brands), which is within the policy's two-seat limit for sitting CEOs; no other adverse flags apply.
Of the eight director nominees, four long-tenured independent directors (Alstead, Golston, Masood, Sylvester) receive AGAINST votes because Harley-Davidson's stock has declined 34% over three years while the consumer discretionary sector ETF (XLY) gained 59% — a gap of nearly 93 percentage points that far exceeds the 30-point trigger — and all four served throughout this period; the four newer directors (Flees, Nova, Reintjes, Starrs) are exempt from the TSR trigger because they joined within the past 24 months and receive FOR votes with no other adverse flags.
Say on Pay
✓ FORCEO
Artie Starrs
Total Comp
$8,591,990
Prior Support
78%%
The prior year Say on Pay vote cleared 78%, comfortably above the 70% threshold that would require a mandatory response review. CEO Artie Starrs was appointed on October 1, 2025 and received total compensation of approximately $8.6 million for a partial year, which includes a sign-on cash bonus and new-hire equity awards that are one-time in nature and reasonable given the context of recruiting a new CEO; the pay structure is predominantly performance-based with a 50/50 mix of performance stock awards and time-vesting restricted stock units for the forward-looking program. Actual incentive payouts reflected the poor operating environment — the annual bonus paid out at only 7.5% of target and the three-year performance stock award paid out at 52.5% of target — demonstrating that the pay-for-performance mechanism functioned as intended; the company also maintains a clawback policy and an anti-hedging and anti-pledging policy, which are positive governance features.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,378,000
Non-Audit Fees
$483,000
The non-audit fee ratio is approximately 14% of audit fees ($483,000 audit-related fees vs. $3,378,000 audit fees), well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of Harley-Davidson's size; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot be applied, but this is noted as a minor negative transparency point; no material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Regarding a Climate Transition Plan
Climate transition plan proposals are typically submitted by ideologically motivated ESG/progressive filers whose goal is environmental advocacy rather than maximizing shareholder value, and under the policy such proposals are voted against regardless of how they are framed. Even evaluating the proposal on its merits, the company already disclosed that its Sustainability and Safety Committee completed a climate risk assessment and scenario analysis in 2025 and actively oversees climate-related risks — suggesting the core informational need is at least partially addressed. With no prior-year vote history to signal unresolved shareholder concern and the board opposed, there is insufficient basis to override the default against.
Overall Assessment
The 2026 Harley-Davidson annual meeting presents a mixed ballot: four long-serving independent directors are flagged AGAINST due to sustained and severe stock underperformance relative to the consumer discretionary sector ETF (XLY) over three and five years, while the four newer directors receive FOR votes under the new-director exemption; the Say on Pay vote passes because prior-year support was 78% and actual incentive payouts were appropriately low given poor 2025 operating results. The auditor ratification passes cleanly on fees, and the climate transition plan shareholder proposal is voted against as an ideologically motivated advocacy submission.