Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2018
Harley-Davidson, Inc.
(Exact name of registrant as specified in its charter)

 
 
 
 
 
Wisconsin
 
1-9183
 
39-1382325
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208
(Address of principal executive offices, including zip code)
(414) 342-4680
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □



Item 5.07
Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Harley-Davidson, Inc. (the "Company") held on May 10, 2018 (the "Annual Meeting"), the Company's shareholders voted on four proposals as set forth below, each of which is described in detail in the 2018 Proxy Statement. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

1.
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 have been duly elected and qualified:
Director Nominee
Shares Voted in Favor of
Shares Withholding Authority 
Broker Non-Votes
Troy Alstead
130,311,269
734,277
20,775,899
R. John Anderson
129,286,789
1,758,757
20,775,899
Michael J. Cave
125,016,314
6,029,232
20,775,899
Allan Golston
130,309,677
735,869
20,775,899
Matthew S. Levatich
130,330,632
714,914
20,775,899
Sara L. Levinson
124,256,045
6,789,501
20,775,899
N. Thomas Linebarger
130,145,833
899,713
20,775,899
Brian R. Niccol
129,293,844
1,751,702
20,775,899
Maryrose T. Sylvester
130,377,590
667,956
20,775,899
Jochen Zeitz
129,831,888
1,213,658
20,775,899
    

2.
The approval, on an advisory basis, of the compensation awarded to the Company's named executive officers, as described in the 2018 Proxy Statement. This proposal was approved as set forth below:
Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
82,532,550
47,996,772
516,224
20,775,899


3.
The approval of the Amended and Restated Harley-Davidson, Inc. Director Stock Plan. This proposal was approved as set forth below:
Shares Voted For
Shares Voted Against
Abstentions
Broker Non-Votes
124,725,066
5,826,762
493,718
20,775,899

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, 2018. This proposal was approved as set forth below:
Shares Voted For
Shares Voted Against
Abstentions
145,192,349
6,169,545
459,551





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
 
 
 
 
 
 
  HARLEY-DAVIDSON, INC.
 
 
 
 
May 16, 2018
 
 
By:
 
 
/s/ Stephen W. Boettinger
 
 
 
 
 
 
Stephen W. Boettinger

 
 
 
 
 
 
Assistant Secretary