Good afternoon. Welcome to Harley-Davidson, Inc.'s 2026 Virtual Annual Shareholders Meeting. At this time, I'll turn the call over to Troy Alstead, Chairman of the Board of Harley-Davidson. Mr. Alstead, the floor is yours.
Thank you for joining us today. I'm Troy Alstead, and it's my pleasure to welcome you to Harley-Davidson's 2026 Annual Meeting of Shareholders. On behalf of the company, thank you for taking the time to join us. Before getting started, I'd like to introduce our company's President and CEO, Artie Starrs, who also serves as a director on our board. Additionally, I'd like to introduce the other directors of the company who are attending this meeting and standing for election to the company's board of directors, in addition to myself and Artie. Lori Flees, Allan Golston, Rafeh Masood, Daniel Nova, Matt Reintjes, and Maryrose Sylvester. Finally, joining us today on behalf of the company are Jonathan Root, our Chief Financial and Commercial Officer, Paul Krause, our Chief Legal Officer and Corporate Secretary, and Shawn Collins, Director of Investor Relations.
Let me turn the meeting over to Paul Krause, who will discuss the agenda. Paul, over to you.
Thank you, Troy. Hello, everyone. Today, Artie will be providing a business update before we begin the formal portion of the meeting. After he concludes, we will proceed with the formal portion, and I will conduct the official items of business along with Chairman Alstead. After we conclude the formal portion of the meeting, we'll take your questions. Please note that we are only fielding questions specific to the items of business listed on the agenda, as we are taking a simplified and focused approach to this meeting. You can submit questions until the end of the formal portion of this meeting using the Submit Question function found on the lower half of your screen. Our comments and answers to your questions 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. Harley-Davidson disclaims any obligation to update information from this meeting. With that, I'll hand it over to Artie.
Thank you, Paul. Hello, everyone, and on behalf of the company, thank you for joining us today. Before we get into it, I'd like to recognize our board of directors who play an instrumental role in carrying forward the company's incredible legacy. On behalf of the company, we are grateful for their dedication and willingness to serve. Additionally, I'd like to take this opportunity to thank our shareholders, employees, dealers, and riders. Your collective passion and support are what make Harley-Davidson the iconic brand that it is. As you know, I joined the company in October of last year. Looking back at 2025, I don't believe our results reflect the full potential of this company.
I want to acknowledge that 2025 was a challenging year, and while some of the pressures we faced were macro-driven, others remained firmly within our control, and we are moving with urgency, focus, and discipline to address them. With that in mind, we view 2026 as a transition year as we reset the business and begin implementing our new strategic plan. We are taking deliberate actions that we believe are necessary to support both dealer and company profitability, and ultimately rebuild the long-term earnings power of the business. At our Q1 earnings call earlier this month, we introduced the new strategic plan called Back to the Bricks, which is designed to reignite brand enthusiasm with riders around the world while driving profitable growth for our dealers and shareholders. The plan builds on the progress that we have made since October 1st, 2025.
I'd like to call out some focus points for the strategic plan. First, we are intensely focused on leveraging Harley-Davidson's competitive advantages, specifically brand, diversified revenue channels, most notably P&A and financing products, and our dealer network. Second, we are leaning into a true win-win model with our dealer network. Our dealers are not only our retail channel, they are the frontline builders of our rider community. They are a true source of strength. When our dealers win, the enterprise wins, and so do our shareholders. Third, we have already taken immediate actions to recapture share by better serving the large and committed community of riders where Harley-Davidson has a clear right to win. Fourth, we are doing this from a position of strength and plan to leverage our balance sheet, bolstered by cost and restructuring actions, to enable both investment in the business and returns to shareholders.
We are executing against a clear path that we believe will lead to strong and growing free cash flow and EBITDA margin. I want to reiterate that Harley-Davidson has many strengths: an iconic brand, a loyal community, and a dealer network unlike any other. With Back to the Bricks, we believe we are taking the necessary steps to restore the business for long-term profitable growth. You can learn more about our strategic plan on our investor relations website, and I'll be providing updates on our actions on future quarterly earnings calls. It is really an exciting time to be at Harley-Davidson, and I am honored to serve as President and CEO. We have great confidence not only in the power of our brand and the resilience of our business, but also in our ability to deliver on our strategy.
The team remains focused on disciplined execution, pursuing opportunities that can drive profitable growth and creating value for our shareholders. With that, I'll turn it back to Troy.
Thank you, Artie. That concludes the business update portion of the agenda. Now the Harley-Davidson, Inc., 2026 Annual Meeting of Shareholders is officially called to order. I'll turn it over to Paul to help us through the formal portion of the meeting.
We will now conduct the formal portion of our meeting. The formal portion of the meeting will include reference to the rules of conduct to govern our meeting, a few housekeeping items and confirmation that we have a quorum for the meeting, a discussion of the matters to be voted upon, and the formal voting process. Once the voting process is concluded, the formal portion of the meeting will be adjourned, and we will have a question and answer session where you can ask questions. The rules of conduct for the meeting have been posted to the virtual meeting website. We ask that you kindly abide by these rules so that we may have an orderly meeting. Shareholders, as of the record date, should have received by mail or electronically a notice of the 2026 annual meeting, which also served as notice of availability of proxy materials.
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. All proxies received by the company prior to the deadline for this meeting have been delivered to the Inspector of Election. The company has appointed Charles Zade of American Election Services, LLC, as Inspector of Election for the meeting and any adjournment or postponement of this meeting. He has signed an oath of office to act. This oath will be filed with the minutes of this meeting. We have been advised by the Inspector of Election that a quorum is present at this time, subject to a final confirmation by the Inspector of Election. The report of the Inspector of Election regarding the presence of a quorum at the meeting will be filed with the minutes of today's meeting.
We will now carry out the official business of the meeting. The Inspector of Election has a complete list of the holders of record of the outstanding shares of the company's common stock at the close of business on March 12th, 2026, the record date of this meeting. That list will be filed with the records of the company and is available for inspection by any shareholder of record during this meeting. Turning to the items of business, there are five matters to be considered by the shareholders, including one shareholder proposal, all of which are listed in our proxy statement. I will cover the first four matters, and the shareholder representative will present its proposal. The company has received no timely request to place additional items of business on the agenda. The polls are now open for voting on all matters.
Any shareholder who has not yet voted or who wishes to change their vote may do so now by clicking on the Vote Here button on the web portal and following the instructions provided. Beneficial shareholders who hold their shares through a bank or broker will need to submit a legal proxy if they wish to vote during this meeting. Please note that you must submit any vote by ballot before the polls close at today's meeting for your vote to be included in the count. Shareholders who have sent in proxies or voted via telephone or the internet and do not wish to change their vote do not need to take any further action. The first item of business is the election of directors to the company's board of directors.
The nominees are the directors that Troy introduced at the beginning of this meeting, and they are listed, and details about their backgrounds and qualifications can be found in our proxy statement. Directors elected today will hold office until the 2027 Annual Meeting of Shareholders, and their successors are elected and qualified. In accordance with the advance notice provisions in the articles and bylaws of the company, shareholders are required to provide advance notice of their intent to nominate other candidates for directors. No such notice was received. The board recommends a vote for each director nominee. The second item is a proposal to approve, on a non-binding advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement. The board recommends a vote for this proposal.
The third item is a proposal to approve an amendment to Harley-Davidson, Inc., 2020 Incentive and Stock Plan to increase the number of shares of our common stock authorized under the plan. The board recommends a vote for this proposal. The fourth item is a proposal to ratify the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. A representative of Ernst & Young is in attendance. The board recommends a vote for this proposal. The fifth item is a shareholder proposal regarding a climate transition plan. I will now turn it over to a representative from Green Century Capital Management to present the shareholder proposal.
My name is Giovanna Eichner. On behalf of Green Century Capital Management, I am presenting shareholder proposal number five, requesting that Harley-Davidson disclose a climate transition plan describing if and how the company will achieve its climate targets. Failing to prepare for the risks of a warming climate has direct financial consequences for the broader economy and individual companies. U.S. emissions have caused more than $10 trillion in global economic damages since 1990. In 2017 and 2025, Harley faced civil penalties for Clean Air Act violations that resulted in millions of dollars in fines.
Harley recognizes climate-related business risks in its 2026 10-K, including those from environmental regulations, energy price volatility, physical risk, supply chain disruption, and changing customer preferences. Despite acknowledging these risks, Harley did not publish a comprehensive sustainability report in 2025, as it had annually since 2008. Its most recent 2023 ESG data appendix omits previously disclosed information on initiatives to address its largest emission sources. Harley's lack of a climate strategy while continuing to affirm a 2050 net zero goal leaves investors without clarity on if and how the company's progressing towards its target and addressing climate-related risks, particularly amidst recent key leadership changes. Major competitors, including Honda, Yamaha, Kawasaki, Suzuki, and BMW, published climate transition plans and annual sustainability reports with progress and actions to improve fuel efficiency and expand EV sales. In 2025, Bloomberg estimated that nearly half of all two-wheelers globally will be electric by 2040.
Competitors with climate transition plans are well-positioned to financially benefit from climate-related opportunities and better mitigation of climate-related risks. By continuing to delay disclosure of a climate transition plan, Harley may fail to find or implement decarbonization measures to achieve its targets, mitigate key risks, and increase profitability in the transitioning economy. We urge shareholders to vote for proposal number five. Thank you.
The board recommends a vote against this proposal for the reasons set forth in the proxy statement. Because no further business is on the agenda to come before this meeting, we will move on to voting. Any shareholder who has not yet voted or who wishes to change their vote should do so now by clicking on the Vote Here button on the web portal and following the instructions provided. Beneficial shareholders who hold their shares through a bank or broker will need to submit a legal proxy if they wish to vote during this meeting. Please note that you must submit any vote by ballot before the polls close at today's meeting for your vote to be included in the count.
As I noted previously, shareholders who have sent in proxies or voted via the telephone or internet and do not wish to change their vote do not need to take any further action. We will pause briefly to allow shareholders to submit their votes. The polls are now closed for voting at the 2026 annual meeting, and we will complete the formal portion of the meeting. Based on the unofficial tabulations of the company's inspector of election, regarding proposal one, I have been informed on a preliminary basis that the votes cast were sufficient to elect all the director nominees to serve until the 2027 annual meeting of shareholders. Regarding proposal two, on a preliminary basis, the votes cast were sufficient to approve on an advisory basis the company's executive compensation as disclosed in the proxy statement.
Regarding proposal three, on a preliminary basis, the votes cast were sufficient to approve the amendment to the Harley-Davidson, Inc. 2020 Incentive Stock Plan. Regarding proposal four, on a preliminary basis, the votes cast were sufficient to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31st, 2026. Regarding proposal five, on a preliminary basis, the votes cast were not sufficient to approve the shareholder proposal regarding a climate transition plan. I hereby request that the final report of the inspector of election be filed with the minutes of this meeting. As there is no further business, the formal portion of the meeting is now officially adjourned. Now we'll open up for questions.
For those of you participating via the web portal, you can submit a question by typing the question in the Ask a Question field on your screen and clicking Submit. Please note, we will answer as many questions as time permits. In accordance with the rules of conduct of the meeting, we ask that you limit your question to matters relating to the items of business at this meeting. I will now turn it over to our Director of Investor Relations, Shawn Collins, to go through the submitted questions.
Thank you, Paul. At this point in time, we do not have any applicable questions relating to the items of business at this meeting. Therefore, we have reached the end of our scheduled time for Q&A, and we will be ending the call at this point. Mr. Chairman, that concludes our question and answer session. Over to you, Troy.
This concludes Harley-Davidson's 2026 annual meeting of shareholders. Thank you for your continued interest and investment in Harley-Davidson. Please enjoy the rest of your day.
Thank you for joining us today. This now concludes the call. You may now disconnect.