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Harley-Davidson (NYSE: HOG) boosts incentive plan to 12.2M shares, climate proposal fails

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Harley-Davidson, Inc. held its 2026 Annual Meeting of Shareholders, where shareholders approved an amendment to the 2020 Incentive Stock Plan so that up to 12,200,000 shares of common stock may be issued under the plan. All eight director nominees were elected with between about 59.7 million and 70.0 million shares voted in favor, with additional broker non-votes recorded.

Shareholders approved, on an advisory basis, the compensation of named executive officers with about 61.1 million shares for and 9.8 million against. They also approved the incentive plan share increase with about 66.9 million shares for and ratified Ernst & Young LLP as independent auditor with over 83.0 million shares for. A shareholder proposal requesting a climate transition plan did not pass, receiving about 15.2 million shares for and 55.3 million against.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Incentive Plan share authorization 12,200,000 shares Maximum common shares issuable under 2020 Incentive Stock Plan as amended
Say-on-pay votes for 61,057,442 shares Advisory approval of named executive officer compensation
Incentive Plan amendment votes for 66,926,011 shares Approval of amendment increasing authorized shares under plan
Auditor ratification votes for 83,047,856 shares Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Climate proposal votes for 15,168,872 shares Shareholder proposal regarding a climate transition plan
Climate proposal votes against 55,305,212 shares Shareholder proposal regarding a climate transition plan
Annual Meeting of Shareholders regulatory
"On May 21, 2026, Harley-Davidson, Inc. held the Company’s 2026 Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
2020 Incentive Stock Plan financial
"approved an amendment to the Harley-Davidson, Inc. 2020 Incentive Stock Plan to increase the authorized number of shares"
broker non-votes regulatory
"and the number of abstentions (where applicable) and any broker non-votes with respect to each matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
climate transition plan other
"Proposal 5: A shareholder proposal regarding a climate transition plan."
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Understanding 8-K Material Events →
0000793952false00007939522026-05-212026-05-21

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 21, 2026
Harley-Davidson, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin1-918339-1382325
(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)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class  Trading Symbol  Name of exchange on which registered
COMMON STOCK, $0.01 par value per share  HOG  New York Stock Exchange
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 5.02Departure 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 5.07Submission 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 NomineeShares Voted ForShares WithheldBroker Non-Votes
Troy Alstead66,552,6794,537,36213,525,983
Lori Flees69,294,2431,795,79813,525,983
Allan Golston59,736,68811,353,35313,525,983
Rafeh Masood69,053,3062,036,73513,525,983
Daniel J. Nova69,663,2131,426,82813,525,983
Matthew J. Reintjes69,682,7661,407,27513,525,983
Artie Starrs70,012,5301,077,51113,525,983
Maryrose Sylvester66,728,6754,361,36613,525,983
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 ForShares Voted AgainstAbstentionsBroker Non-Votes
61,057,4429,796,616235,98313,525,983
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 ForShares Voted AgainstAbstentionsBroker Non-Votes
66,926,0113,875,568288,46213,525,983


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 ForShares Voted AgainstAbstentions
83,047,8561,378,822189,346
5.Proposal 5: A shareholder proposal regarding a climate transition plan.
Shares Voted ForShares Voted AgainstAbstentionsBroker Non-Votes
15,168,87255,305,212615,95713,525,983
3

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.
Date: May 28, 2026/s/ Paul J. Krause
Paul J. Krause
Secretary
4

Source: View Original Filing on SEC EDGAR

FAQ

What did Harley-Davidson (HOG) shareholders approve for the 2020 Incentive Stock Plan?

Shareholders approved an amendment to the 2020 Incentive Stock Plan, allowing up to 12,200,000 shares of common stock to be issued. This plan covers various equity awards for officers and eligible employees, as described in the 2026 proxy statement.

Were Harley-Davidson (HOG) director nominees elected at the 2026 Annual Meeting?

All eight director nominees were elected to serve until the next annual meeting. Each received between about 59.7 million and 70.0 million shares voted for, along with additional broker non-votes recorded for each nominee.

How did Harley-Davidson (HOG) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of named executive officers. About 61,057,442 shares voted for the pay package, 9,796,616 voted against, and 235,983 abstained, with 13,525,983 broker non-votes.

Did Harley-Davidson (HOG) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 83,047,856 shares for, 1,378,822 against, and 189,346 abstentions.

What happened to Harley-Davidson’s (HOG) climate transition plan shareholder proposal?

The shareholder proposal requesting a climate transition plan did not pass. It received 15,168,872 shares voted for, 55,305,212 against, and 615,957 abstentions, along with 13,525,983 broker non-votes recorded.

How did Harley-Davidson (HOG) shareholders vote on increasing incentive plan shares?

Shareholders approved the amendment increasing authorized shares under the incentive plan. The vote was 66,926,011 shares for, 3,875,568 against, and 288,462 abstentions, plus 13,525,983 broker non-votes on this proposal.

Filing Exhibits & Attachments

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