UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2017
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
The undersigned registrant hereby amends Item 5.07 of the registrant’s Current Report on Form 8-K, dated April 29, 2017, to read in its entirety as set forth below for the purpose of disclosing the decision of Harley-Davidson, Inc. regarding the frequency of shareholder votes on the compensation of named executive officers in light of the advisory vote on this subject at its 2017 Annual Meeting of Shareholders.
In light of the results of this vote and other factors, the Human Resources Committee of the Board of Directors of the Company, at its September 6, 2017 meeting, approved including a non-binding shareholder advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy materials on an annual basis until the next time the Company must include in its proxy materials a non-binding shareholder advisory vote on how frequently shareholders will vote, on a non-binding, advisory basis, to approve the compensation of the Company’s named executive officers, which would be at the Company’s 2023 annual meeting of shareholders.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The undersigned registrant hereby amends Item 5.07 of the registrant’s Current Report on Form 8-K, dated May 4, 2017, to read in its entirety as set forth below for the purpose of disclosing the decision of Harley-Davidson, Inc. regarding the frequency of shareholder votes on the compensation of executives in light of the advisory vote on this subject at its 2017 Annual Meeting of Shareholders.
The 2017 annual meeting of the shareholders (the “Annual Meeting”) of Harley-Davidson, Inc. (the “Company”) was held on April 29, 2017. At the Annual Meeting, shareholders of the Company elected the following directors for terms expiring in 2018 by the votes indicated:
| Shares Voted in Favor of | Shares Withholding Authority | Broker Non-Votes | ||||
| Troy Alstead | 127,550,569 | 1,369,419 | 22,145,368 | |||
| R. John Anderson | 128,454,869 | 465,119 | 22,145,368 | |||
| Michael J. Cave | 126,874,975 | 2,045,013 | 22,145,368 | |||
| Allan Golston | 127,520,689 | 1,399,299 | 22,145,368 | |||
| Matthew S. Levatich | 128,464,305 | 455,683 | 22,145,368 | |||
| Sara L. Levinson | 127,594,080 | 1,325,908 | 22,145,368 | |||
| N. Thomas Linebarger | 126,996,792 | 1,923,196 | 22,145,368 | |||
| Brian R. Niccol | 128,484,250 | 435,738 | 22,145,368 | |||
| Maryrose T. Sylvester | 127,321,327 | 1,598,661 | 22,145,368 | |||
| Jochen Zeitz | 126,910,696 | 2,009,292 | 22,145,368 | |||
The following reflects the voting results for matters other than the election of directors brought for vote at the Annual Meeting:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |
| To approve, by advisory vote, the compensation of the Company’s named executive officers | 123,915,212 | 4,622,411 | 382,365 | 22,145,368 |
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes | |
| To consider the frequency of the advisory vote of the compensation of our named executive officers | 119,722,999 | 317,511 | 8,542,154 | 337,324 | 22,145,368 |
| Shares Voted For | Shares Voted Against | Abstentions | |
| Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm | 137,478,833 | 13,117,873 | 468,650 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned hereunto duly authorized.
| HARLEY-DAVIDSON, INC. | ||||||
| September 11, 2017 | By: | /s/ Stephen W. Boettinger | ||||
Stephen W. Boettinger | ||||||
| Assistant Secretary | ||||||