Document


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