HOG DEF 14A Report ended May 21, 2020

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•	Delivering industry-first innovations like Reflex™ Defensive Rider System (RDRS), a suite of electronic technology designed to link motorcycle performance to traction control and braking, and H-D CONNECT, technology which seamlessly links rider and motorcycle.

•	Leading in the electrification of motorcycles with the launch of LiveWire®, our first electric motorcycle. LiveWire launched with acclaim from media and customers alike, helping shift perceptions about who we are and what Harley-Davidson is capable of.

•	Further asserting our leadership in the electric space with the acquisition of STACYC and the launch of Harley-Davidson IRONe™ electric-powered two-wheelers for kids.

•	In the U.S., dealers participating in our operations consulting engagements experienced on average a nearly 6% increase in motorcycle retail sales over dealers in the same market who were not in the program.

•	27 international dealerships were added, providing more opportunities to connect with global consumers.

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AFC:	Audit and Finance Committee

HRC:	Human Resources Committee

NCGC:	Nominating and Corporate Governance Committee

SC:	Brand and Sustainability Committee

x:	Member

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*	The following definitions and reasoning were used in the skills/qualifications matrix:

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•	Minimize the potential for abuse by investors who lack a meaningful long-term interest in our company or wish to promote special interests not aligned with the interests of our other shareholders; and

•	Minimize the potential for disruption to our Board’s functioning and effectiveness.

(b)	NOMINATIONS AND QUALIFICATIONS OF DIRECTORS.

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•

Proxy access will be available to a shareholder, or a group of up to 20 shareholders, owning at least 3% of the company’s outstanding common stock continuously for at least three years. A group of funds under common management and investment control shall be treated as one shareholder, provided that the group of funds can provide documentation reasonably satisfactory to the corporation that demonstrates that the funds are under common management and investment control.

•

Eligible shareholders will be permitted to nominate up to 20% of the total number of directors, rounded down to the nearest whole number (but not less than two) (the “Cap”), provided that the shareholders and nominees satisfy the requirements specified in the By-laws. The following individuals will count toward the Cap: (i) any existing director if originally nominated and elected under the proxy access by-law within the last two years and whose reelection at the upcoming annual meeting is being recommended by the Board; (ii) any nominee who is subsequently withdrawn or that the Board itself decides to nominate for election at that annual meeting ( e.g. , pursuant to a settlement); and (iii) any nominee for whom the company received one or more valid shareholder notices nominating such persons for election under the advance notice provision of the company’s Restated Articles of Incorporation within the two preceding years.

•	If there are multiple submissions, then shareholders proposing multiple nominees rank each nominee, and nominations are chosen beginning with the highest ranked nominee from each shareholder starting with the shareholder who owns the most shares of company stock.

•

Nominating shareholders will be required to make certain representations, including that (i) they will assume liability stemming from any action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of or related to any nomination submitted by them or their communications with the company’s shareholders, including information included in the company’s proxy materials at their request; (ii) they will comply with all applicable laws and regulations related to any nomination including without limitation if they use soliciting material other than the company’s proxy materials; (iii) they will not participate in any other proxy solicitations at the annual meeting; (iv) they will not nominate any other persons or participate in more than one nominating group; (v) they do not have an intent or objective to influence or change control of the company; and (vi) their nominees will not have entered into any agreements as to how they will vote or act on different matters.

•	Each nominating shareholder must give the company all information required by the By-laws, the Restated Articles of Incorporation and any Securities and Exchange Commission rules, including information required under Schedule 14N.

•	To nominate a nominee for purposes of proxy access, nominating shareholders must generally provide notice not more than 150 and not less than 120 days before the anniversary of the mailing date of the proxy statement for the prior year annual meeting.

•	Loaned shares held by a nominating shareholder count toward the ownership requirements if the shareholder has the power to recall the loaned shares on 5 business days’ notice and the nominating shareholder is required to recall the shares upon notification that its nominee will be included in the company’s proxy statement and to hold such shares through the date of the annual meeting.

•	Proxy access will not be available if the company has received notice that the nominating shareholders intend to nominate and file their own proxy materials in support of other director nominees in accordance and compliance with the advance notice provisions of the company’s Restated Articles of Incorporation.

•	Each nominating shareholder will be required to represent that it intends to hold the required shares through the date of the annual meeting. Nominating shareholders are not required to hold such shares beyond the annual meeting.

•	Nominating shareholders will be able to provide a written statement for inclusion in the company’s proxy materials, not to exceed 500 words, in support of the shareholders’ nominee’s candidacy; provided, however, that the company may

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•	Shareholder director nominees will be required to meet the same qualifications as the company’s director nominees, including independence requirements under the listing standards of the New York Stock Exchange, any applicable rules of the SEC and any publicly-disclosed standards used by the Board in determining independence.

•	A nominee who fails to receive a minimum of 25% support or who withdraws before the annual meeting will not be eligible to be an access nominee for the following two annual meetings.

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(4)	the performance goals with respect to Awards.

(1)	each holder of an option or stock appreciation right will have the right at any time to exercise the option or stock appreciation right in full whether or not the option or stock appreciation right was exercisable before the change of control event;

(2)	restricted stock and restricted stock units that are not subject to performance goals and are not vested will vest, and any period of forfeiture or restrictions to which restricted stock and restricted stock units are subject will lapse upon the date of the change of control;

(3)

each holder of a performance share and/or a performance unit (and/or any restricted stock and restricted stock units that are subject to performance goals) for which the performance period has not expired will become vested in an amount equal to the product of the value of the performance share and/or performance unit assuming achievement of the applicable performance goal at the greater of the target performance level or the rate of actual performance through the date of the change of control projected through the end of the performance period and a fraction the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to which the Award is subject to the date of the change of control and the denominator of which is the number of whole months in the performance period; and

(4)	all dividend equivalent units that were awarded in connection with another Award will vest.

(1)

continuing directors (any person who was either a director on the date of the Annual Meeting or was a member of the Board whose election or nomination to the Board was approved by a vote of at least two-thirds (2/3) of the continuing directors (other than a person whose election was as a result of an actual or threatened proxy or other control contest)) no longer constitute at least a majority of the directors serving on the Board;

(2)	any person or group, together with its affiliates, becomes a beneficial owner of 20% or more of our outstanding common stock or 20% or more of the voting power of our outstanding common stock; or

(3)	the consummation of a merger or consolidation of the company with another corporation, the sale of substantially all of the company’s assets or the liquidation or dissolution of the company, unless in the case of a merger or consolidation, the continuing directors constitute at least a majority of the directors serving on the board of directors of the survivor of such merger.

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(1)	the Board must approve any amendment of the 2020 Plan to the extent the company determines such approval is required by: (A) action of the Board, (B) applicable corporate law, or (C) any other applicable law;

(2)	shareholders must approve any amendment of the 2020 Plan to the extent the company determines such approval is required by: (A) Section 16 of the Securities Exchange Act of 1934, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which our stock is then traded or (D) any other applicable law; and

(3)	shareholders must approve any of the following amendments: (A) an amendment to materially increase the number of shares reserved under the 2020 Plan or the number of shares to which participants are limited as noted above (except as provided under the “adjustment event” provisions noted above); or (B) an amendment to the provisions in the 2020 Plan prohibiting repricing.

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•	independent competitive market data and advice related to our CEO’s compensation level and incentive design;

•	a review of our compensation levels, performance goals and incentive designs for the named executive officers; and

•	benchmark data on executive compensation.

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•	principal employment;

•	expertise relevant to the company’s business;

•	whether the potential candidate will add diversity to the Board, including whether the potential candidate brings complementary skills and viewpoints;

•	time commitments, particularly the number of other boards on which the potential candidate may serve;

•	independence and absence of conflicts of interest under New York Stock Exchange rules and other laws, regulations and rules;

•	financial literacy and expertise; and

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•	personal qualities including strength of character, maturity of thought process and judgment, values and ability to work with collegiality.

•	If a shareholder has complied with procedures to recommend director candidates that the Nominating and Corporate Governance Committee has established, then the Nominating and Corporate Governance Committee will consider director candidates that the shareholder has recommended for available seats on the Board.

•

In making recommendations to the Board of one or more candidates to serve as a director, the Nominating and Corporate Governance Committee will examine each director candidate on a case-by-case basis regardless of who recommended the candidate. The Nominating and Corporate Governance Committee evaluates candidates in the same manner whether a shareholder or the Board has recommended the candidate.

•

In general, for each candidate that any person or group brings to the attention of the Nominating and Corporate Governance Committee for consideration for nomination as a director, the Chair of the Nominating and Corporate Governance Committee will first make a determination whether the Nominating and Corporate Governance Committee should consider the candidate at that time based on factors the Chair deems relevant, including our current need for qualified candidates and the Chair’s view as to whether the candidate has sufficient qualifications for further consideration for nomination as a director.

•	If the Chair determines that the Nominating and Corporate Governance Committee should consider the candidate, then the Chair will report that determination to the Nominating and Corporate Governance Committee and communicate all relevant information to the Nominating and Corporate Governance Committee.

•	Each Nominating and Corporate Governance Committee member is responsible for sending feedback on a candidate to the Chair. The Nominating and Corporate Governance Committee may take any additional steps it deems necessary to determine whether to recommend the candidate to the full Board.

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•	Expand total Harley-Davidson riders to 4 million in the U.S.

•	Grow international business to 50% of annual Harley-Davidson Motor Company (HDMC) revenue

•	Launch 100 new high-impact Harley-Davidson® motorcycles

•	Deliver superior return on invested capital for HDMC (top 25% S&P 500)

•	Grow our business without growing our environmental impact

•	set target pay to market,

•	set realistic but challenging goals that drive our strategic intent, stretch the team and incentivize resilience and creativity,

•	pay when the team achieves established targets and withhold pay when the team falls short, and

•	freeze executive pay targets to create shared accountability with shareholders when Total Shareholder Return (TSR) is flat or declining.

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1.	Percentage represents average percent of the total direct compensation in 2019 for the specified element of compensation for our Named Executive Officers who remained employed at December 31, 2019. Total direct compensation is base salary, target short-term incentive and target opportunity for long-term incentives..

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•	The financial component of the short-term incentive plan (STIP) paid out below target in four of the last five years; and

•	The long-term incentive plan (delivered in cash prior to 2016) has paid out below target the last five years.

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•	market data and advice related to our CEO’s compensation level and incentive design

•	market data and an associated review of our compensation levels, performance goals and incentive designs for other executives

•	annual executive compensation program design

•	long-term incentive plan design

•	change-in-control protection review

•	annual review of Board of Directors’ compensation

•	general market and regulatory updates

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•	Maintained our two-peer group methodology to reflect both the manufacturing and the brand-name dimensions of our company;

•	Confirmed that our historical approach of using a single, blended market value continues to be appropriate;

•	Confirmed our weighting factors of 60% and 40% remained appropriate and relevant, given the core manufacturing focus of Harley-Davidson;

•	Established new upper revenue limits for potential peers reflecting our current business size (including eliminating any peers with revenue greater than 2.5 times HDI’s fiscal 2018 revenue of $5.7 billion), thus avoiding companies that are significantly larger, with a view to positioning Harley-Davidson closer to the median revenue of each peer group;

•	Determined that targeting a total number of peers in each group of around 15-20 companies was appropriate, to ensure year-over-year stability without becoming unnecessarily large;

•

Decided to consider both regressed data (i.e., compensation data adjusted to reflect Harley-Davidson’s size based on observed relationships between revenue and compensation, to normalize pay differences that may be caused by different revenue sizes of our peers), as we have done in the past, in combination with non-regressed raw data and maintained existing pay levels and targets that are within the range of plus or minus 20% of median for both data points; and

•	Assessed the resulting composition of each peer group, to ensure they reflected our executive-level talent markets that require similar skills and attributes to Harley-Davidson.

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•	In 2019, we continued to advance our More Roads to Harley-Davidson plan initiatives, and we remain committed to achieving sustainable growth in the future

•	More riders joined Harley-Davidson in 2019 compared to 2018 and the total pool of Harley-Davidson riders in the U.S. grew to 3.1 million in 2019 1

•	Our manufacturing optimization exceeded full-year expectations, realizing lower costs and greater savings than we expected in 2019

•	We led in the electrification of motorcycles with the launch of LiveWire®, our first electric motorcycle, and IRONe™ electric-powered two-wheelers for kids

•	We improved and expanded our global e-commerce sales and digital capabilities, increasing exposure and access to our products

•	The 2019 U.S. retail sales rate of decline was the lowest since 2016

•	Added 27 international dealerships, providing us more opportunities to connect with the global consumer

•	HDFS continued to contribute to new rider growth with the launch of new products

•	HDFS continued to support sales of Harley-Davidson motorcycles, with a strong share of the U.S. retail finance market

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•	Performance shares enable the Committee to incentivize and reward performance in areas critical to our success in achieving our More Roads plan and 2027 objectives; and

•	Restricted stock units help us retain our senior executives, whose experience is critical to the successful execution of our plans and strategies.

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(1)	Mr. Grimmer received a sign-on bonus.

(2)

We calculated the compensation related to stock (restricted stock units and performance shares) based on the grant date fair value of an award. We based the grant date fair value of restricted stock unit and performance share awards on the market price of the underlying stock as of the date of grant (which considers the value of dividend equivalents that the holder is entitled to receive). The performance share award value included in the summary compensation table is based on achieving the performance objectives at target. The maximum performance share award value for 2019 grants, based on the grant date fair value per performance share, is 200% of the target amount, which equates to the following amounts based on our stock price on the date of grant: Mr. Levatich - $6,264,071 , Mr. Olin - $2,095,207 , Ms. Kumbier - $1,900,816 , Mr. Hund - $1,735,231 , Mr. Mansfield - $622,830 and Mr. Jones - $1,251,671 .

(3)	The amount in this column for 2019 includes the amounts each NEO earned under his or her STIP award for 2019 which we paid during 2020 . For each year in this table, this column shows compensation for the year in which it was earned, even if we paid the amount during the following year.

(4)

The amounts in this column represent the aggregate change in the actuarial present value of each NEO's accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans) from the plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for 2018 to the plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for 2019 . Refer to the narrative to the Pension Benefits Table for further information.

(5)	All other compensation in 2019 consisted of the following:

i.	Tax gross ups consist of a reimbursement for income taxes on income that tax law imputes to executives related to the provision of life insurance in excess of $50,000 and on taxable income associated with relocation benefits received by the executive.

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ii.	Severance payments and accruals include the following:

(1)

In February 2019, the Human Resources Committee formally approved the STIP relating to 2019 performance. Under this plan, each NEO had the potential to earn the estimated future payouts that we disclose above during 2019, which we paid out in February 2020. We include further details regarding this plan, including information on performance criteria, in the “2019 Short-Term Incentive Plan” section of the “Compensation Discussion and Analysis.” We also included this 2019 STIP award in our Grants of Plan Based Awards for 2018 table in last year's proxy statement; however, because the Committee did not finally approve certain aspects of the 2019 STIP award until 2019, we are also including the grant above. The Committee approved the STIP relating to 2020 in February 2020, and we will include it in the Grants of Plan Based Awards for 2020 table in the proxy statement for our 2021 annual meeting of shareholders.

(2)

The amounts shown represent the threshold, target and maximum payouts under performance shares that we granted to NEOs in 2019. The performance shares allow NEOs to earn a specified number of shares of our common stock at the end of the three-year performance period that will range between 0% and 200% of the initial award amount. The initial award amount for    each executive’s 2019 performance share award is a stated number of performance shares, which is the target amount shown in the table. The number of shares of our stock that the NEO will earn will be determined at the end of a three-year performance period. The performance measures applicable to the performance shares that we granted in 2019 are based on Cumulative Net Income (weighted at 35%), HDMC Average Return on Invested Capital (ROIC) (weighted at 40%) and Strategic Milestones related to new innovative product introductions (weighted at 25%). These measures are discussed in more detail under “2019 Long-Term Incentive Awards” in the “Compensation Discussion and Analysis.” The amount of shares the NEO earns is based on performance and the value that the NEO realizes is based on our stock price when earned shares are delivered. To the extent that these awards vest, the participant will receive the accumulated dividends that have accrued over the performance period in direct proportion to the number of performance shares that actually vest.

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(3)

Restricted stock unit awards allow NEOs to receive shares of our common stock in the future only after the awards vest, which will occur only if the individual remains an employee through the vesting date or certain other circumstances apply. The restricted stock unit awards vest in three equal annual installments beginning one year after the grant date. During the vesting period, the recipient is eligible to receive dividend equivalents on a current basis on each restricted stock unit of the same value as dividends that are declared and paid quarterly on each share of stock. Under the vesting rules of our restricted stock unit awards, a recipient who is at least 55 years old, is eligible for retirement, and retires from the company will have all awards that were granted 12 or more months prior to the date of retirement vest upon retirement.

•	Base salary;

•	Annual cash incentive compensation;

•	Long-term incentive stock awards;

•	Retirement and savings plans;

•	Non-qualified deferred compensation plan; and

•	Life insurance-related benefits, including payments in lieu of post-retirement life insurance, and other non-cash compensation.

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•	We identified each individual that we employed globally on October 15, 2018.

•	We then compared the base salary or base wages that we paid to each individual in our employee population during 2018. We annualized the base salary for any individual who commenced work with us after January 1, 2018.

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We identified approximately 240 employees to whom we paid approximately the same base compensation during 2018. From that group of employees, we conducted a random sample to identify a sub-group of employees from which to select our median employee. We then used assumptions that we considered reasonable based on our knowledge of our employee population to select an employee from the sub-group as the median employee that we thought was most representative of our employee population.

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(1)	We granted all options ten years prior to the expiration date. Each grant vested ratably over a three-year period beginning with the first 33% vesting one year after the date of grant, the second 33% vesting two years after the date of grant and the third 33% vesting three years after the date.

(2)

The amounts in this column consist of unvested restricted stock units (RSUs) and earned but unvested performance shares. Earned but unvested performance shares relate to the 2017 performance share grant which were earned at 27.2% of target for the 2017 to 2019 performance period. The earned performance shares did not vest until certification of the achievement of the applicable performance measures in February 2020. The value of the awards in this column is based on the closing price of Harley-Davidson’s common stock on December 31, 2019.

(3)

The amounts in this column consist of unearned performance shares. The number of performance shares disclosed was based on actual performance achieved for each of the underlying performance measures through December 31, 2019. The portion of shares related to measures with actual performance that was less than threshold was disclosed based on threshold performance. The remaining shares related to measures with actual performance that exceeded the threshold, but was less than the target, and were disclosed based on target performance. The value of performance shares is based on the closing price of Harley-Davidson’s common stock on December 31, 2019.

(4)	RSUs and performance shares vest as follows:

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(1)	Executive contributions to these plans represent compensation from salary and non-equity incentive plans that NEOs earned but elected to defer. The entire executive contribution is therefore included in the NEO’s compensation reported in the Summary Compensation Table.

(2)

Employees of HDMC hired prior to August 1, 2006, including Mr. Levatich, Mr. Olin and Ms. Kumbier, received a company matching contribution of up to 50% of their deferred compensation plan contributions (including contributions to the company’s 401(k) plans and its non-qualified deferred compensation plans) on the first 6% of cash compensation (salary and non-equity incentive plan pay) that was deferred. Employees of HDMC hired after August 1, 2006 and employees of HDFS , including Mr. Jones and Mr. Hund, received a matching contribution of up to 75% of their deferred compensation plan contributions (including contributions to the company’s 401(k) plans and its non-qualified deferred compensation plans) on the first 6% of cash compensation (salary and short-term incentive plan pay) that was deferred. In addition, HDMC employees with a date of hire or rehire on or after August 1, 2006, including Mr. Jones, and who are not covered under the Harley-Davidson Retirement Annuity Plan after August 1, 2006, may receive an additional employer contribution of 4% of their eligible pay. HDFS employees, including Mr. Hund, may receive an additional employer contribution of 2% of their eligible pay. The total amount of employer contributions for each eligible NEO that is included in the non-qualified deferred compensation plan is equal to the total contribution less the amount contributed to each NEO’s 401(k) account. All amounts shown as registrant contributions are included in the NEO’s compensation reported in the Summary Compensation Table.

(3)	Executives have the option of allocating their deferred compensation balances across several different independent third-party investment vehicles. No amounts of aggregate earnings for the last fiscal year or for prior years have been included in the Summary Compensation Table.

(4)	Amounts included in the aggregate balance that have been reported in the Summary Compensation Table for previous years for each NEO were as follows: Mr. Levatich - $1,170,854 , Mr. Olin - $1,508,489 , Ms. Kumbier - $213,178 , Mr. Hund - $2,113,955 , Mr. Mansfield - $-0-, Mr. Jones - $712,518 and Mr. Grimmer - $-0-.

•	non-equity incentive compensation earned during the fiscal year;

•	amounts contributed under our Deferred Compensation Plan;

•	unused vacation pay; and

•	amounts accrued and vested through our 401(k) savings plan and pension and similar plans.

•	the total number of directors either serving on the date of the agreement or approved by those serving on the date of the agreement or successors they have approved no longer constitutes at least two-thirds of the Board; or

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•	any person becomes the owner, directly or indirectly, of 20% or more of our outstanding common stock or voting power; or

•

the consummation of a merger or consolidation with another company, a sale of most of our assets, or a liquidation or dissolution, unless, in the case of a merger or consolidation, the total number of directors serving on the date of the agreement or approved by those serving on the date of the agreement or successors they have approved will constitute at least two-thirds of the board of the surviving company after the transaction; or

•	at least two-thirds of the total number of directors either serving on the date of the agreement or approved by those serving as of the date of the agreement or successors they have approved determines immediately before a proposed action is taken that the action will constitute a change of control event (and the action is subsequently taken).

(a)

For Messrs. Levatich, Olin and Hund, the cash severance reflects the product of three times the sum of the NEO’s highest annual base pay in the preceding five years plus the higher of the NEO’s bonus opportunity (at target) for the year in which the change of control event occurs or the highest annual bonus in the preceding five years. For Ms. Kumbier and Mr. Mansfield, the cash severance reflects the product of two times the sum of the NEO’s highest annual base pay in the preceding five years plus two times the current target bonus. Under the transition agreements, to the extent that payments to executives would be considered “excess parachute payments” as defined in Section 280G of the Internal Revenue Code, the payments will be reduced to a point at which they are no longer considered excess parachute payments or the executive will receive the full payment and be personally liable for the excise tax, whichever produces the larger after-tax benefit to the executive. In these agreements, there are no provisions for an excise tax gross-up. Amounts in the table assume that the executives received the full payments that the transition agreements contemplate without reduction.

(b)	For each NEO, the interrupted bonus reflects the higher of the NEO’s target STIP opportunity for 2019 or the actual bonus earned in 2019 on the assumption that the actual bonus for 2019 would not have been determined had the change of control occurred December 31, 2019. Without the benefit of a transition agreement, there is no entitlement to any amount under the STIP upon a change of control.

(c)

As of December 31, 2019, pursuant to our transition agreements with Messrs. Levatich , Olin and Hund, upon a termination following a change of control in a manner that entitles the executive to cash severance, an NEO is entitled to receive three years of pension service credit for those who participate in the pension plan (but not beyond age 65) based on assumed compensation. Ms. Kumbier and Mr. Mansfield are not eligible for additional retirement benefits upon a change of control event. Messrs. Levatich, Olin and Hund are entitled to three years of continued coverage in our health and welfare benefit programs and up to three years of outplacement services. Ms. Kumbier and Mr. Mansfield are entitled to two years of continued coverage in our health and welfare benefit

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(d)

As of December 31, 2019, pursuant to our transition agreements, upon termination following a change of control in a manner that entitles the executive to cash severance, Messrs. Levatich and Olin would be entitled to three years of pension service credit (but not beyond age 65) based on assumed compensation. We calculated the present values of qualified and nonqualified pension plan benefits for Messrs. Levatich and Olin using the same actuarial assumptions that we used for the Pension Benefits Table. Ms. Kumbier and Mr. Mansfield are not eligible for additional retirement benefits upon a change of control event.

(e)

Pursuant to the transition agreement with Mr. Hund, because he is not eligible to participate in our defined benefit pension plan, he would be entitled to certain other retirement-related benefits upon termination following a change of control in a manner that entitles him to cash severance. Mr. Hund would be entitled to the value of three years of the company contribution to the Harley-Davidson 401(k) Plan, which is the maximum of $10,000 per year.

(f)	For each NEO, amounts reflect the value of restricted stock, restricted stock units and unvested options awards that become vested upon termination following a change of control. The definition of change of control under our stock plans is essentially the same as in the transition agreements.

(g)

We calculated the value of the unvested stock options based upon the difference between the aggregate market value of the shares of common stock underlying the unvested stock options and the aggregate exercise price that the named executive officer would be required to pay upon exercise of those stock options. We calculated the value of the unvested shares of restricted stock and unvested restricted stock units held by each NEO based upon the aggregate market value of the related shares. We used a price of $37.19 per share to determine market value in both of these calculations, which was the closing price of our common stock on December 31, 2019, as reported by the New York Stock Exchange.

(h)

For each NEO, amounts reflect the target value of performance share awards and the value of restricted stock, restricted stock units and unvested options awards that become vested upon a change of control regardless of whether the executive’s employment is actually terminated. Equity awards that we made to Messrs. Levatich, Olin and Hund under our 2009 and 2014 Incentive Stock Plans do not vest upon a change of control (but may become vested if we terminate the executive’s employment for any reason other than cause within two years after a change of control). Ms. Kumbier became a party to a transition agreement in 2018 and Mr. Mansfield became a party to a transition agreement in 2019, and equity awards that we made to them, prior the time they signed the transition agreements, under our 2009 and 2014 Incentive Stock Plans will vest upon a change of control without regard to termination of employment resulting from such change of control.

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(1)

While terms for certain awards provide that the individual will forfeit any shares that are not vested if we terminate the individual, upon such a termination the individual could elect to treat the termination as a qualified retirement if he or she were eligible. There is no pro-rata vesting based on performance or, in the first year after grant, due to retirement. As a result, the awards give the NEO a strong incentive to remain with the company.

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(1)	Non-employee directors have the option of receiving all or a portion of their fees in the form of stock. The portion of fees received at the election of the non-employee director in the form of stock in 2019 were as follows: Mr. Anderson - $55,000 , Mr. Golston - $57,500 , Mr. Linebarger - $130,000 and Mr. Niccol - $110,000 .

(2)

In August 2002, the Board of Directors approved stock ownership guidelines which the Board revised most recently in February 2016. In February 2016, the Board approved a change in the director stock ownership guidelines to require a non-employee director to hold 500% of the value of his or her annual cash retainer in the form of stock or stock equivalents. This change was effective May 1, 2016. Each non-employee director has until May 2021 to accumulate the appropriate number of shares.

(3)

Non-employee directors receive an annual grant of share units, each representing the value of one share of our stock. The payment of share units is deferred, at the election of each non-employee director, until the first anniversary of each respective grant date or the time a non-employee director ceases to serve as a director, and share units are payable at that time in actual shares of our stock. The compensation related to share unit awards has been calculated based on the grant date fair value of the award. The fair value of a share unit is based on the market price of a share of stock on the date of grant.

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*	The amount shown is less than 1% of the outstanding shares of our common stock.

(1)	Except as otherwise noted, all persons have sole voting and investment power over the shares listed. In all cases, information regarding such power is based on information that the individual beneficial owners provide to us.

(2)	Includes, but is not limited to, shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 1, 2020 and shares of common stock held in our 401(k) Plan and our Dividend Reinvestment Plan as of March 1, 2020.

(3)	Includes only stock options exercisable within 60 days of March 1, 2020.

(4)

Amounts shown in this column are not included in the columns titled “Number of Shares” or “Percent of Class.” Amounts shown in this column represent restricted stock units (RSUs) that we awarded under our 2014 Incentive Stock Plan on February 2, 2018, February 1, 2019 and February 5, 2020. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the total number of units granted on each of February 2, 2018, February 1, 2019 and February 5, 2020 vest on each of the first three anniversaries of the date of grant. The RSUs are subject to forfeiture until vested. Further, the RSUs described in this footnote do not carry the right to vote. In each case, amounts are distributable in the form of shares of our common stock on a one-for-one basis; however, any distribution would not be within 60 days of March 1, 2020.

(5)	Mr. Hund’s spouse, Jane L. Hund, holds 1,619 shares in the Jane L. Hund Revocable Trust. Mrs. Hund serves as Trustee of the Trust and has sole voting power over the shares.

(6)	We derived the information from a Schedule 13G/A that The Vanguard Group, Inc., an investment adviser, filed with the company and the SEC on February 12, 2020. As of December 31, 2019, The Vanguard Group, Inc. was deemed to be the beneficial owner of 17,166,343

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(7)

We derived the information from a Schedule 13G/A that BlackRock, Inc. filed with the company and the SEC on February 5, 2020. As of December 31, 2019, BlackRock, Inc. was deemed to be the beneficial owner of 14,441,409 shares and had sole voting power over 12,934,017 shares, shared voting power over zero shares, sole investment power over 14,441,409 shares and shared investment power over zero shares. BlackRock, Inc. is located at 55 East 52nd Street, New York, NY 10055.

(8)

We derived the information from a Schedule 13G/A that The Bank of New York Mellon Corporation and other reporting persons filed with the company and the SEC on February 3, 2020. As of December 31, 2019, (i) The Bank of New York Mellon Corporation was deemed to be the beneficial owner of 14,194,779 shares and had sole voting power over 13,026,772 shares, shared voting power over 85 shares, sole investment power over 13,872,047 shares and shared investment power over 292,732 shares, (ii) BNY Mellon IHC, LLC was deemed to be the beneficial owner of 13,603,779 shares and had sole voting power over 12,473,034 shares, shared voting power over zero shares, sole investment power over 13,311,697 shares and shared investment power over 292,102 shares and (iii) MBC Investments Corporation was deemed to be the beneficial owner over 13,603,799 shares and had sole voting power over 12,473,034 shares, shared voting power over zero shares, sole investment power over 13,311,697 shares and shared investment power over 292,102 shares. The address for the reporting persons is c/o The Bank of New York Mellon Corporation, Greenwich Street, New York, NY 10286.

(9)

We derived the information from a Schedule 13G/A that Invesco Ltd. filed with the company and the SEC on February 7, 2020. As of December 31, 2019, Invesco Ltd. was deemed to be the beneficial owner of 10,661,086 shares and had sole voting power over 10,661,086 shares, shared voting power over zero shares, sole investment power over 10,661,086 shares and shared investment power over zero shares. Invesco Ltd. is located at 1555 Peachtree Street NE, Suite 1800, Atlanta GA 30309.

(10)

We derived the information from a Schedule 13G/A that Dodge & Cox filed with the company and the SEC on February 13, 2020. As of December 31, 2019, Dodge & Cox was deemed to be the beneficial owner of 10,012,436 shares and had sole voting power over 9,516,342 shares, shared voting power over zero shares, sole investment power over 10,012,4436 shares and shared investment power over zero shares. Dodge & Cox is located at 555 California Street, 40th Floor, San Francisco, CA 94104.

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Q:	What is the purpose of the Annual Meeting?

A:

(1) To elect nine directors to the Board; (2) to approve, by advisory vote, the compensation of our named executive officers; (3) to approve an amendment to our articles of incorporation to allow us to implement proxy access; (4) to approve the 2020 Incentive Stock Plan; (5) to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 ; and (6) to take action upon any other business as may properly come before the Annual Meeting and any adjournments or postponements of the meeting. The Notice of Annual Meeting of Shareholders and this Proxy Statement describe these matters in more detail. In addition, members of management will respond to questions from shareholders related to the items of business at the Annual Meeting during the 2020 Annual Meeting of Shareholders. Questions may be submitted at the Annual Meeting through www.meetingcenter.io/253768289.

Q:	Who can attend the Annual Meeting by virtual presence online ?

A:	The 2020 Annual Meeting of Shareholders will be accessible through the Internet. We made this change from our prior practice due to an abundance of caution related to the COVID-19 disease and the priority we place on the health and well-being of our shareholders, employees and other stakeholders.

Q:	What constitutes a quorum?

A:

A majority of the 153,135,277 shares of our stock outstanding on March 12, 2020 must be present, by virtual presence online or by proxy, to provide a quorum at the Annual Meeting. If you vote, your shares will count toward satisfying the quorum requirement. If you return a proxy card or otherwise submit a proxy marked “ABSTAIN” or without voting instructions, your shares of common stock will also count toward satisfying the quorum requirement. Also, in those instances where brokers who hold shares on behalf of others have returned a proxy but could not vote the shares on particular matters without receiving voting instructions from the beneficial owners (“broker non-votes”), those shares will count toward satisfying the quorum requirement. If you own shares in street name through a broker, we encourage you to provide voting instructions to your broker. Once a share is counted as present at the Annual Meeting, it will count as present for quorum purposes throughout the Annual Meeting (including any adjournment or postponement of that meeting unless a new record date is or must be set for the adjournment or postponement).

Q:	Who is entitled to vote?

A:	Only holders of the 153,135,277 shares of our common stock outstanding as of the close of business on March 12, 2020, can vote by virtual presence online at or prior to the Annual Meeting. Each of these shareholders has one vote for each share of our stock held on that date.

Q:	How do I vote?

A:

If the records of our transfer agent show that you own shares in your name or if you own shares through our Dividend Reinvestment Plan at the close of business on March 12, 2020, then you may vote (1) via the internet at http://www.proxyvote.com, (2) by virtual presence at the Annual Meeting online at www.meetingcenter.io/253768289 , (3) by mail after first requesting a printed copy of this Proxy Statement, proxy card and Annual Report on Form 10-K and following the instructions set forth on the proxy card or (4) by telephone after reviewing the Proxy Statement and Annual Report on Form 10-K at http://www.proxyvote.com. Instructions for using these convenient services are set forth on the Notice of Internet Availability of Proxy Materials. If you plan to vote by virtual presence online at our meeting, you will need to visit www.meetingcenter.io/253768289 and use the control number found on your proxy card to vote your shares. In addition, if

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Q:	What is the effect of not voting at the Annual Meeting?

A:

The consequences of not voting at the Annual Meeting will depend on how you own your shares. If the records of our transfer agent, Computershare Trust Company, N.A. , show that you own shares in your name or if you own shares through our Dividend Reinvestment Plan and you do not vote, we cannot consider those shares present at the meeting and they will not count toward satisfying the quorum requirement.

Q:	Can I change my vote after I submit my proxy?

A:

Yes. You can change your vote at any time before the Annual Meeting by submitting a new proxy or by voting by virtual presence online at the Annual Meeting. Your virtual presence online at the Annual Meeting does not in and of itself revoke your proxy. You also are invited to attend the Annual Meeting by virtual presence online . However, if you are a beneficial owner of shares , because a beneficial owner is not the shareholder of record, you may not vote these shares by virtual presence online at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Q:	Who will count the vote?

A:	Computershare Trust Company, N.A. will count the vote. Its representative will serve as the inspector of the election.

Q:	Who pays to prepare and solicit the proxies?

A:

We pay the cost of soliciting the proxies relating to the Annual Meeting, except for some costs that may arise through your use of the telephone and internet. We may request proxies in person, by telephone, and internet, as well as through the mail. We also expect to ask banks, brokerage houses and other custodians, nominees or fiduciaries to forward proxy materials to their principals and to obtain proxies. We will reimburse these institutions for their out-of-pocket expenses .

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Q:	How can I obtain printed copies of the proxy materials?

A:	If you are a shareholder, you may receive a printed copy of the proxy materials by following the instructions below, which also appear in the Notice of Internet Availability of Proxy Materials.

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Q:	How is management structured?

A:	Harley-Davidson, Inc. operates in two business segments - the motorcycles and related products segment and the financial services segment. The motorcycles and related products segment includes companies that do business as Harley-Davidson Motor Company (“HDMC”). The financial services segment includes Harley-Davidson Financial Services (“HDFS”).

Q:	Who are our executive officers for SEC purposes?

A:	As of April 6 , 2020, our executive officers for general SEC purposes were as follows:

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Q:	Does Harley-Davidson have a chief compliance officer?

A:

Yes. Our Board first appointed a Chief Compliance Officer in 2004. Paul Krause, our Chief Legal Officer, Chief Compliance Officer and Secretary, is our current Chief Compliance Officer. Appointing a chief compliance officer was part of the Board’s commitment to compliance and its desire to promote compliance, education and reporting within our company. This action formalized our continuing efforts to direct and promote an effective compliance program. Among other things, under this compliance program, management is required to report significant compliance issues to the Legal Department when they occur. The compliance program also includes training to employees, including senior management, on corporate governance issues including anti-bribery, ethics, privacy, insider trading restrictions and restrictions on disclosure of nonpublic material information. The company has a global compliance and ethics training program managed by an attorney from our Legal Department and other employees who manage corporate governance, compliance and records management. The Audit and Finance Committee and Nominating and Corporate Governance Committee receive quarterly reports on legal and compliance matters.

Q:	Does Harley-Davidson have a disclosure committee?

A:

Yes. In 2002, we established a Disclosure Committee comprised of members of management responsible for considering the materiality of information and making disclosure decisions on a timely basis. If necessary, a subset of the Disclosure Committee comprised of the Chief Financial Officer and the Chief Legal Officer is authorized to fulfill the functions of the Disclosure Committee. Although the following information and documentation are not provided along with this Proxy Statement, the Disclosure Committee Guidelines provide that the Disclosure Committee: (1) has access to all company books, records, facilities and personnel, as well as our independent registered public accounting firm and outside counsel; (2) designs, establishes and maintains disclosure controls and procedures for the SEC reporting process and modifies them from time to time, as appropriate; (3) creates and reviews all financial press releases; (4) reviews SEC filings on Form 8-K relating to quarterly earnings releases, Form 10-K and Form 10-Q and our annual proxy statement; (5) suggests appropriate disclosures or provides opinions on disclosure issues; (6) evaluates changes in SEC, New York Stock Exchange and Financial Accounting Standards Board disclosure rules and makes recommendations regarding their impact on the company; (7) consults with management, internal auditors, independent accountants and outside legal counsel; (8) discusses material items with employees in the internal audit function, independent registered public accounting firm and management to ensure appropriate disclosure; (9) arranges for necessary training to ensure effective implementation of the disclosure controls and procedures; and (10) annually reviews and reassesses the performance of the Disclosure Committee and these guidelines.

Q:	Does Harley-Davidson have a policy for communicating material non-public information?

A:	Yes. The company’s Policy for Managing Disclosure of Material Information describes the procedures relating to communication with the public, the investment community and third-party business contacts. The policy can be found on the Corporate Governance area of our website at http://investor.harley-davidson.com

Q:	Does Harley-Davidson have an internal audit department?

A:

Yes. The head of the internal audit function reports directly to both the Audit and Finance Committee and our Chief Financial Officer. The Audit and Finance Committee Charter specifically provides that the head of the internal audit function is accountable to the Board and the Audit and Finance Committee and that the Audit and Finance Committee has the ultimate authority and responsibility to appoint, retain, evaluate and replace the head of the internal audit function. For more information on the internal audit function, please see the “Audit and Finance Committee Report.”

Q:	Where can I find corporate governance materials for Harley-Davidson?

A:	The Corporate Governance page of our website at http://investor.harley-davidson.com contains our Corporate Governance Policy, our Conflict of Interest Process for Directors, Executive Officers and Other Employees, our Code of

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Q:	Does the company have a code of business conduct?

A:

The Board first adopted our Code of Business Conduct in 1992 and the Board amended and restated it in 2003 and 2012. Our Code of Business Conduct applies to all of our employees, including all executives and directors, and promotes honest and ethical conduct and provides guidance in handling various business situations. It is available worldwide to our employees on our intranet and on the Corporate Governance page of our website at http://investor.harley-davidson.com . Where allowed by law, employees may anonymously report possible violations of the Code of Business Conduct by calling a third-party toll-free telephone number that is available 24 hours a day and seven days a week, via a third-party internet website or by writing to our Chief Legal Officer at the following address care of our Secretary: Harley-Davidson, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53201-0653. Employees may also report possible violations to their supervisor, their local human resources department, their local legal department, or the Chief Legal Officer and Chief Compliance Officer of Harley-Davidson, Inc. For more information, please see the “Nominating and Corporate Governance Committee Report.”

Q:	Does the company have a financial code of ethics?

A:

Employees in key senior management positions and in areas that provide support to the finance and accounting areas, sign our Financial Code of Ethics. The Financial Code of Ethics was most recently revised in November 2015. The Chief Executive Officer, Chief Financial Officer, Controller, any employee in the finance and accounting area or in an area that provides support to the finance and accounting area of the company or one of its affiliates or subsidiaries, or a manager of any such employee must report any questionable accounting or auditing matters or any violations of the Financial Code of Ethics to the General Counsel of Harley-Davidson, Inc. or the Chairman of the Audit Committee of the Board.

Q:	How may I contact the members of the Board of Directors?

A:

The Corporate Governance page of our website lists the current members of the Board. Shareholders or other parties interested in communicating with N. Thomas Linebarger , our Presiding Director (who is the contact for those who wish to communicate with non-management directors), or any other director may do so by writing in care of our Secretary, 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53201-0653. We open and forward all mail to the director or directors specified in the communication.

Q:	Does the company have a chairman or a presiding director?

A:	We currently have a Chairman of the Board, who is also our Acting President and Chief Executive Officer, and a Presiding Director of the Board. Our Corporate Governance Policy provides for a Presiding Director when the Chairman of the Board is not an independent Director.

Q:	How may I recommend a candidate to serve on the Board of Directors?

A:

Shareholders may recommend candidates for consideration by the Nominating and Corporate Governance Committee at any time by writing to the Chair of the committee in care of our Secretary at the above address. To enable the committee to consider a shareholder recommendation in connection with the 2021 annual meeting of shareholders, we must receive the recommendation on or before December 10, 2020 . Under “Nominating and Corporate Governance Committee,” we discuss the criteria that the Nominating and Corporate Governance Committee considers for identifying and recommending new candidates to serve on the Board.

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