AGM 2021

May 20, 2021

Hello, and welcome to the 2021 Harley Davidson Annual Shareholders Meeting. Please note, if you are logged in as a shareholder, you can vote your shares by clicking on the cast your vote link in the meeting center. The polls will remain open until the items of business have all been introduced. It is now my pleasure to turn today's meeting over to Shannon Burns, Manager of Investor Relations of Harley Davidson. Mr. Burns, the floor is yours. Good afternoon, everyone. Welcome to the 2021 Harley Davidson Annual Shareholders Meeting. Today, our Chairman, President and CEO, Jochen Zeitz, will be providing the business update. Next, our Chief Legal Officer, Paul Krause, will assist Jochen in conducting our official items of business. Lastly, we'll take your questions, but please note we are only fielding questions to the items of business at this meeting or relating to our new strategy, the hardwire, as we are taking the simplified and focused approach at this meeting. You can submit questions starting now and up to the end of the business portion of this meeting by clicking on the Q and A button at the bottom right corner of your screen. Our comments today will include forward looking statements that are subject to risks that could cause actual results to be materially different. Those risks include, among others, matters we have noted in our latest earnings release and filings with the SEC. LA Davidson disclaims any obligation to update information from this meeting. Please note that this meeting is being recorded and a link to the recording will be available on our website. With that, I'll hand it over to Jochen. Thanks, Shannon. To begin, I'd like to recognize our Board of Directors as well as Board nominee James Farley, who are attending this meeting virtually. Our directors are invaluable stewards of our company's extraordinary legacy and I sincerely thank them for their passion, dedication and leadership they bring to the Harley Davidson Boardroom. I also want to thank Brian Niccol for his 5 years of service on the Board of Directors of Harley Davidson. Throughout Brian's tenure on the Harley Davidson Board, he's been a very active Board member with significant contributions across the business. Thank you, Brian. 2020 was an unprecedented year for all of us as the world dealt with the impacts of the COVID-nineteen pandemic. In early March of last year, most of our office team members transitioned to working from home and didn't miss a beat. In our facilities, following a temporary suspension of production in April May, our factory teams got back to work with safeguards in place to ensure we continued building the world's best motorcycles for our riders around the globe. I'm incredibly proud of the resilience of our team and our dealers. They've shown agility and perseverance amid the many challenges of living and working through this global pandemic. Their passion for the company, our customers and the brand continues to propel us forward and I believe we will come out of this crisis stronger than ever before. Just over a year ago, I announced the ReWire, a critical overhaul of our business designed to set us up for future success. As a result of the rewire, we reduced complexity and increased speed with a new operating model and organizational structure across every function to provide agility and efficiency. We reset our global business, resourcing and prioritizing markets with the highest potential. We expanded our focus beyond motorcycles with a strong commitment to newly established business units for parts and accessories and general merchandise. We streamlined our product portfolio and rebuilt our go to market efforts for maximum impact. And we enhanced and protected the value and desirability of our products by changing our approach to supply and inventory management with a focus on a powerful profitable dealer network. These rewire actions are expected to deliver annual ongoing gross cash savings of approximately $115,000,000 I'm confident the substantial changes we made in 2020 have set us up for success. We are now a leaner, more aligned and less complex organization and we are making decisions faster. The right structure, leadership and principles are in place as we begin to execute our strategic plan, the Hardwire, and continue our HD number 1 culture journey to being a high performing company. From a financial perspective, 2020 was a very protecting liquidity and achieving significant cash savings, while keeping community well-being at the forefront. Most importantly in 2020, we also developed our new 5 year strategic plan, the Hardwire, rooted in desirability and guided our vision to build our legend and lead the motorcycle industry through innovation, evolution and emotion. The Hardwire has 6 strategic priorities that guide our work. Profit Focus, investing in our strongest motorcycle segments that drive growth and profit. Collective expansion redefinition, focusing on opportunities in profitable segments aligned with brand capabilities, leading in electric through a dedicated investment in innovation and the electric markets to deliver the most desirable electric motorcycles in the world growth beyond bikes, growing our complementary businesses through both product and lifestyle experiences Customer experience, putting customers at the forefront of Harley Davidson's products, experiences and investments both riders and non riders and inclusive stakeholder management, delivering long term value for all stakeholders, for people, planet and profit. As we moved into 2021, we are focused on executing the hardwired strategic plan and our Q1 2021 results represent a solid proof point of early success, including the well received launch of our model year 2021 motorcycles. This month, Pan America motorcycles began shipping to dealers in the U. S. The response to this Harley Davidson Adventure Touring Motorcycle has been fantastic and we expect to take a leadership position in this segment in the U. S. Already this year. We expect Pan America availability to begin at our international dealerships in the coming weeks. In April, we also introduced our new ICON collection and this year's ICON model, the ElectraGlyde Revival. These limited production models look to our story past and bright future and deliver on what Harley Davidson has always done so well, iconic design and historic stories. With allocation of approximately 1 per dealer globally, these buys will be rare and highly coveted, especially by our core riders and enthusiasts. Last week, we also announced the next chapter in our EV journey with the launch of LiveWire, an all electric motorcycle brand. With a mission to be the most desirable electric motorcycle brand in the world, LiveWire will pioneer the future of motorcycling for the pursuit of urban adventure and beyond. LiveWire also plans to innovate and develop technology that can be applied to Harley Davidson Electric Motorcycles in the future. The first LiveWire branded motorcycle is scheduled to launch on July 8. We had a good start to our fiscal year with Q1 results reflecting stronger demand and an improved economic outlook. Motorcycles segment revenue was up 12% in the first quarter Motorcycles segment revenue was up 12% in the Q1 behind higher shipments and a strong mix of our touring motorcycles. The revenue growth combined with improved margins and a strong financial performance from our Financial Services segment led to earnings per share of 1.68 dollars up $1.23 over Q1 2020 and well ahead of our expectations. We believe we are on the right track to reignite the spirit of Harley Davidson and return to winning in 2021, delivering on our mission for our customers around the world as the most desirable motorcycle brand in the world. And now the Harley Davidson Inc. 2021 Annual Shareholders Meeting is officially called to order and I'll ask our Chief Legal Officer, Paul Krause to help us through the business portion of the meeting. Paul is also serving as secretary for the meeting. Paul? Thanks, Joachim. March 12, 2021 was the record date for determining shareholders entitled to notice of and to vote at this meeting. Shareholders as of the record date should have received by mail or electronically a notice of the 2021 Annual Meeting, which also served as notice of the availability of proxy materials. All proxies received by the company prior to the meeting have been delivered to the election judge. A copy of the affidavit of mailing and the tabulation of shareholders present on a virtual basis or by proxy will be available for inspection after the meeting. I've been advised that a quorum is represented at this meeting, so we are ready to conduct the formal business of the meeting. Charles Zaid, a representative of Broadridge, will act as the Inspector of the election. The matters to be voted on at this meeting are listed in our proxy statement. The company has received no timely request to place additional items of business on the agenda. For a request to have been included on the agenda today, the company must have received the request no later than February 8 this year as required by our articles of incorporation. Information regarding next year's meeting requirements is included in this year's proxy statement. Any shareholder of record who has not yet voted or wishes to change their vote may do so now by clicking the voting button on the web portal and following the instructions. No further action is necessary for shareholders who have sent in proxies or already voted via the Internet or by telephone. The first item of business to be acted upon at this meeting is the election of 9 directors to the company's Board. Details about our directors' backgrounds and qualifications can be found in the proxy statement. The nominees are Chairman, President and CEO, Jochen Zweitz Presiding Director, Tom Linebarger. Directors is Troy Olstad, John Anderson, Mike Cave, Alan Golston, Sarah Levinson and Mary Rose Sylvester and first time nominee, James Farley. The second item of business is the approval by advisory vote on the compensation of our named executive officers. The 3rd Ivo business is the ratification of Ernst and Young Yau LP, an independent registered public accounting firm to serve as the company's auditor for the fiscal year ending December 31, 2021. A representative of Ernst and Young is in attendance. At this time, we'll pause to ensure all votes are in. The polls are now closed for voting at the 2021 Annual Meeting. And now we will complete the formal portion of the meeting. Our Inspector of Election completed the vote count on a preliminary basis, and I've been informed that the votes cast were sufficient to approve the election of all the director nominees. Congratulations to all of the directors. Regarding Proposal 2, the votes cast were sufficient to approve by advisory vote the compensation of our named executive officers. And regarding item 3, shareholders also voted to ratify the selection of Ernst and Young, LLP as the company's independent auditors for 2021. At this time, we now officially adjourn the 2021 Harley Davidson Annual Meeting of Shareholders. Now, we'll address the questions that were submitted during the meeting. But as Shannon mentioned earlier, we are only fielding questions specific to the items of business at this meeting or relating to our new strategy, the Hardwire. Joining Gokhan for Q and A will be our CFO, Gina Goetter. Thanks, Paul. All right. For Q and A, the first question is on Pan America. Could you tell me a little bit more about the customer reaction to Pan America and your sales expectations? Yes, Joakon here. Thank you. Well, we are not providing guidance during the quarter on retail sales trends. But what I can say is that overall, the deal and customer reaction has been extremely positive. And the preorders that we had put in place were also outpaced quite significantly based on initial expectations. So there's been very strong feedback about the bike. You might have seen some of the press coverage that we've received, which has been overwhelmingly positive. In fact, we had over 550,000,000 media impressions sentiment, which is quite extraordinary. So we are very confident and happy with the results achieved so far. And we believe that we are well placed to take market share in North America, in particular, to actually grow the segment, but also take market share, in particular, in Europe, which is the largest adventure touring market in the world. So overall, very pleased with the results so far. Okay. Thank you. All right. The second question, HD has a storage history, but the cost of your motor close is outrageously expensive. Anyone new to motorcycling will be put off by having to spend $35 for a Harley Davidson T shirt. What are your thoughts on cutting the profit margin on those items that advertise the brand to promote the brand? Well, we constantly benchmark our pricing against competition and we feel that we are well priced, t shirts and other products in our lineup. Our goal is to be a leading lifestyle brand And as a leading lifestyle brand, you need to put a lot of money into the design, the development of a great product. And the profit margins that we're achieving today are comparable to what other lifestyle brands would need to get in order to really build a successful and profitable business. So from our point of view, we believe we are well priced and competitively priced, taking into consideration that we want to be a desirable lifestyle brand. Okay. Thank you. The next question, Mr. Chairman, the Carpenter Pension Fund holds a total of 316,000 shares of the company's stock. A long term investor, we strongly believe that the company's executive compensation plan should be designed primarily to drive the successful execution of the Board's long term strategic plan. Today's public company executive compensation plans are largely formulaic, peer related plans with simplistic annual say on pay voting reinforcing plan homogeneity to you? Hi there. This is Gina. I will take that question. We largely agree with the sentiments and we believe that our executive compensation plans are a mix of both kind of short term incentives as well as long term incentives that are tied to the successful achievement of our hardwire plan. We also took the action in 2021 where we have issued an all equity grant to all employees. So whether you work on the manufacturing within our manufacturing facilities all the way up to executive positions within the company. Every shareholder share every individual is a shareowner within Harley. So we are all now incented internally to drive the long term objectives of the hardwire. Thank you. There are no more questions in the queue. So that will conclude our Q and A. On behalf of everyone at Harley Davidson, thank you for being part of our legacy, our iconic history and our exciting future. Thank you for investments and for continuing to ride with us. This concludes the meeting. You may now disconnect.