Harley-Davidson, Inc. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC CURRENT REPORT FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act Date of Report (Date of Earliest Event Reported): April 25, 2015 Harley-Davidson, Inc. (Exact name of registrant as specified in its charter) Wisconsin State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3700 West Juneau Avenue, Milwaukee, Wisconsin (Address of principal executive offices (zip code)) (414) (Registrant s telephone number, including area code) Not Applicable (Former name) 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 (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a - 12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR d-4(c))

2 Item 1.01 Entry into a Material Definitive Agreement. On April 30, 2015, Harley-Davidson Motor Company, Inc. ( HDMC ), a wholly-owned subsidiary of Harley-Davidson, Inc. (the Company ), and Harley-Davidson Canada, L.P., a newly formed subsidiary of the Company ( H-D Canada ), entered into an Asset Purchase Agreement (the Purchase Agreement ) with Fred Deeley Imports, Ltd. ( Deeley Imports ) and certain of its affiliates involving, among other things, H-D Canada s acquisition of the benefit of the exclusive right to distribute the Company s motorcycles and other products in Canada (the Transaction ). The consummation of the Transaction (the Closing ) is expected to occur on or about August 4, 2015, subject to satisfaction or waiver of customary closing conditions. Pursuant to the Purchase Agreement, upon the Closing, H-D Canada will acquire the benefit of the exclusive right to distribute the Company s motorcycles and other products in Canada under the Distributorship Agreement, dated as of February 20, 2008, between HDMC and Deeley Imports (the Distribution Agreement ) from the date of the Closing to July 31, The Distribution Agreement will be terminated immediately after the Closing with the effect that H-D Canada will be the distributor of the Company s motorcycles and other products in Canada following the Closing. In exchange, at the Closing, H-D Canada will pay $50 million to Deeley Imports. In addition, at the Closing, (i) H-D Canada will purchase certain inventory and accounts receivable from Deeley Imports, net of related amounts due, for approximately $15 million, (ii) H-D Canada will assume certain specified liabilities of Deeley Imports, and (iii) H-D Canada will indemnify Deeley Imports for certain expenses and liabilities, including employee severance costs. All amounts are in U.S. dollars. The Purchase Agreement also contemplates that HDMC and H-D Canada will enter into certain other agreements and documents at the Closing, including, but not limited to, a non-competition agreement with each of Deeley Imports, Donald James, who is an equity owner of Deeley Imports and a member of the Board of Directors of the Company, and another equity owner of Deeley Imports. In the Purchase Agreement, Deeley Imports makes certain commitments regarding the operation of its business prior to the Closing, and failure to perform can directly impact the purchase price. If the Closing occurs, as the direct distributor in Canada through H-D Canada, the Company expects to record higher revenues based on dealer wholesale pricing and higher operating costs associated with the distributor operations. Assuming the Closing occurs as is currently contemplated on or about August 4, 2015, the Company estimates the financial impact of the Transaction and the new direct distribution model to be dilutive to 2015 earnings per share by $0.04, due to upfront transition costs. The Company expects the impact of the direct distribution model to be accretive to earnings per share beginning in 2016 and beyond. The potential financial impact of the Transaction and the potential new direct distribution model in Canada was not reflected in the guidance that the Company provided on April 21, The Company will file the Purchase Agreement as an exhibit to the Company s Quarterly Report on Form 10-Q for the quarter ending June 28, The Company issued a press release on April 30, 2015 regarding the Transaction. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. 2

3 Forward-Looking Statements The Company intends that certain matters discussed in this Current Report on Form 8-K are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of These forward-looking statements can generally be identified as such because the context of the statement will include words such as the company "believes," "anticipates," "expects," "plans," or "estimates" or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this release. Certain of such risks and uncertainties are described below. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Current Report on Form 8-K are only made as of the date of this filing, and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. The Company's ability to meet the targets and expectations noted depends upon, among other factors (i) the Company s ability to consummate the Transaction and complete the transition to the new direct distribution model in Canada on the timing and for the costs currently contemplated, (ii) the Company s ability to execute its business strategy, (iii) the absence of changes in foreign currency exchange rates from underlying assumptions, and (iv) the Company s ability to develop and implement sales and marketing plans that retain existing retail customers and attract new retail customers in an increasingly competitive marketplace. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The 2015 annual meeting of the shareholders (the Annual Meeting ) of the Company was held April 25, At the Annual Meeting, the shareholders approved an amendment to the Restated Articles of Incorporation of the Company that allows for a majority voting standard in uncontested elections of directors (the Articles Amendment ) and is more fully described in the Company s definitive proxy statement filed March 16, 2015 with the Securities and Exchange Commission in connection with the Annual Meeting (the Proxy Statement ). The Company filed Articles of Amendment relating to the Articles Amendment with the Wisconsin Department of Financial Institutions effective as of April 27, As described in the Proxy Statement, the Board of Directors of the Company (the Board ) adopted an amendment to Section 2.08 of the By-laws of the Company (the By-laws Amendment ) to provide for a majority voting standard applicable to elections of directors. The effectiveness of the By-laws amendment was subject to shareholder approval of the Articles Amendment. Pursuant to the By-laws Amendment, for an individual to be elected to the Board in an uncontested election, as defined, the number of votes cast favoring the individual s election must exceed 50% of the number of votes cast with respect to the individual s election. Abstentions and broker non-votes would not be considered votes cast. In addition to votes against an individual, directions to withhold authority would be considered votes cast and would have the same effect as votes against an individual. In a contested election, a plurality voting standard will continue to apply to the election of directors. An uncontested election is generally defined as any election of directors in which the number of candidates for election as directors does not exceed the number of directors to be elected. 3

4 The foregoing descriptions of the Articles Amendment and the By-laws Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles Amendment and the By-laws Amendment, copies of which are filed herewith as Exhibit 3.1 and 3.2, respectively, and are incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, shareholders of the Company elected the following directors for terms expiring in 2016 by the votes indicated: Shares Voted in Favor of Shares Withholding Authority Broker Non-Votes R. John Anderson 156,702, ,499 23,547,280 Richard I. Beattie 153,798,819 3,616,253 23,547,280 Michael J. Cave 155,244,497 2,170,575 23,547,280 George H. Conrades 154,695,963 2,719,109 23,547,280 Donald A. James 145,549,429 11,865,643 23,547,280 Matthew S. Levatich 155,598,915 1,816,157 23,547,280 Sara L. Levinson 154,765,555 2,649,517 23,547,280 N. Thomas Linebarger 155,800,492 1,614,580 23,547,280 George L. Miles, Jr. 153,363,329 4,051,743 23,547,280 James A. Norling 153,860,001 3,555,071 23,547,280 Jochen Zeitz 156,050,698 1,364,374 23,547,280 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 Approval of an amendment to the Restated Articles of Incorporation to allow for a majority voting standard for uncontested elections of directors 156,499, , ,787 23,547,280 Approval of material terms of performance goals under the Harley-Davidson, Inc. Employee Incentive Plan 152,235,560 4,619, ,181 23,547,280 Approval, by advisory vote, of the compensation of the Company s named executive officers 148,259,927 8,169, ,325 23,547,280 Ratification of the selection of Ernst & Young LLP as the Company s independent registered public accounting firm 167,997,800 12,410, ,

5 Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. The following exhibits is being filed herewith: 3.1 Articles of Amendment to the Company s Restated Articles of Incorporation approved April 25, 2015 and effective April 27, Amendment to the Company s By-laws effective April 27, Press Release of Harley-Davidson, Inc. dated April 30,

6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 30, 2015 HARLEY-DAVIDSON, INC. By: /s/ Rebecca W. House Rebecca W. House Assistant Secretary 6

7 Exhibit Index Exhibit Number Description 3.1 Articles of Amendment to the Company s Restated Articles of Incorporation approved April 25, 2015 and effective April 27, Amendment to the Company s By-laws effective April 27, Press Release of Harley-Davidson, Inc. dated April 30,

8 Exhibit 3.1 ARTICLES OF AMENDMENT relating to RESTATED ARTICLES OF INCORPORATION of HARLEY-DAVIDSON, INC. Pursuant to Section of the Wisconsin Business Corporation Law I, Paul J. Jones, Vice President, General Counsel and Secretary of Harley-Davidson, Inc. (the Corporation ), a corporation organized and existing under the Wisconsin Business Corporation Law (the WBCL ), in accordance with the provisions of Section thereof, DO HEREBY CERTIFY THAT: A. The Board of Directors of the Corporation voted to approve, and to submit to the shareholders of the Corporation, a proposal to amend the Restated Articles of Incorporation of the Corporation (the Amendment ). On April 25, 2015, the shareholders of the Corporation approved and adopted the Amendment pursuant to Section of the WBCL. B. The Amendment amended paragraph (b) of Article VI of the Restated Articles of Incorporation of the Corporation to read in its entirety as set forth below: (b) NOMINATIONS AND QUALIFICATIONS OF DIRECTORS. Nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote generally in the election of directors. However, any shareholder entitled to vote generally in the election of directors may nominate one or more persons for election as directors at a meeting only if written notice of such shareholder s intent to make such nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of shareholders, 60 calendar days in advance of the date in the current fiscal year of the Corporation corresponding to the date the Corporation released its proxy statement to shareholders in connection with the annual meeting for the immediately preceding year and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth: (A) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated, (B) a representation that the shareholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (C) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (D) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the then current proxy rules of the Securities and Exchange Commission, if the nominee were to be nominated by the Board and (E) the consent of each nominee to serve as a director of the Corporation if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. The directors shall be at least twenty-one years of age. Directors need not be shareholders. The By-laws of the Corporation may provide that, to the extent provided in such By-laws, an individual shall be elected a director of the Corporation by the shareholders if, and only if, the number of votes cast favoring that individual s election exceeds the number of votes cast opposing that individual s election at any meeting for the election of directors at which a quorum is present, subject to the terms and conditions set forth within such By-laws. For purposes of clarity, the provisions of the foregoing sentence do not apply to vacancies on the Board of Directors (including a vacancy resulting from an increase in the number of directors) filled by a vote of the Board of Directors.

9 C. The foregoing Amendment shall be effective as of April 28, April, IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on behalf of the Corporation as of the 27th day of HARLEY-DAVIDSON, INC. By: /s/ Paul J. Jones Paul J. Jones Vice President, General Counsel and Secretary This instrument was drafted by, and should be returned to, Patrick G. Quick of the firm of Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, (414)

10 Exhibit 3.2 HARLEY-DAVIDSON, INC. Amendment to By-laws Effective April 27, 2015 The By-laws of the Company were amended to amend and restate Section 2.08 to read in its entirety as follows: 2.08 Required Vote For Directors. (a) Except as set forth in this Section 2.08, a majority of the votes cast at any meeting of the shareholders for the election of directors at which a quorum is present shall elect directors. For purposes of this by-law, a majority of the votes cast means that the number of shares voted for a director's election exceeds 50% of the number of votes cast with respect to that director's election. Votes cast shall include votes for and against that director's election and direction to withhold authority in each case and exclude abstentions and broker nonvotes with respect to that director's election. In the event of a Contested Election, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this by-law, a Contested Election is an election of directors of the corporation as to which the Chairman of the Board determines that, at the Determination Date, the number of persons properly nominated to serve as directors exceeds the number of directors to be elected in such election. The Determination Date is (i) the day after the meeting of the Board of Directors at which the nominees for director of the Board of Directors for such election are approved, when such meeting occurs after the last day on which a shareholder may propose the nomination of a director for election in such election pursuant to the Restated Articles of Incorporation or these by-laws, or (ii) the day after the last day on which a shareholder may propose the nomination of a director for election in such election pursuant to the Restated Articles of Incorporation or these by-laws, when the last day for such a proposal occurs after the meeting of the Board of Directors at which the nominees for director of the Board of Directors for such election are approved, whichever of clause (i) or (ii) is applicable. This determination that an election is a Contested Election shall be determinative only as to the timeliness of a notice of nomination and not otherwise as to its validity. In all cases, once an election is determined to be a Contested Election, directors shall be elected by the vote of a plurality of the votes cast. (b) If, in an election of directors that is not a Contested Election, neither an incumbent director nominated for election nor any successor to such incumbent is elected, such incumbent director shall promptly tender his or her resignation to the Chairman of the Board promptly following certification of the shareholder vote. Promptly after the Chairman of the Board receives such a resignation, the Nominating and Corporate Governance Committee will consider the resignation and recommend to the Board of Directors whether the Board of Directors should accept the tendered resignation or reject it. In considering whether to recommend that the Board of Directors accept or reject the tendered resignation, the Nominating and Corporate Governance Committee may consider all factors deemed relevant by the members of the Nominating and Corporate Governance Committee. The Board of Directors will act on the Nominating and Corporate Governance Committee's recommendation no later than 90 days following the date of the shareholders meeting at which the election occurred. In considering the Nominating and Corporate Governance Committee s recommendation, the Board of Directors may consider the factors that the Nominating and Corporate Governance Committee considered to the extent communicated by the Nominating and Corporate Governance Committee and such additional information and factors the Board of Directors believes to be relevant. Following the Board of Directors decision, the corporation will promptly publicly disclose in a Current Report on Form 8-K filed with or furnished to, as applicable, the Securities and Exchange Commission the Board of Directors decision whether to accept the resignation as tendered, including an explanation of the process by which the decision was reached. Notwithstanding the foregoing, the Board of Directors may determine to extend such 90-day period by an additional period of up to 90 days if it determines that such an extension is in the best interests of the corporation and its shareholders. Any director who tenders a resignation pursuant to this provision will not participate in the Nominating and Corporate Governance Committee recommendation or the Board of Directors consideration regarding whether or not to accept the tendered resignation. If a majority of the members of the Nominating and Corporate Governance Committee tender a resignation pursuant to this provision as a result of the same election, then the independent directors who are on the Board of Directors who were not required to submit a resignation will appoint a committee of the Board of Directors for the purpose of considering the tendered resignations, and such committee will recommend to the Board of Directors whether to accept or reject them. This committee may, but need not, consist of all of the independent directors who were not required to submit a resignation but will not include any director who was required to submit a resignation. If an incumbent director's resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

11 (c) If a director s resignation is accepted by the Board of Directors pursuant to this Section 2.08, or if a nominee for director is not elected and the nominee is not an incumbent director whose term would otherwise have expired at the time of the election if a successor had been elected, then the Board of Directors may fill the resulting vacancy as provided under Wisconsin law and pursuant to Article VI(a)(iii) of the Restated Articles of Incorporation or may decrease the size of the Board of Directors pursuant to Article VI(a)(i) of the Restated Articles of Incorporation. 2

12 Exhibit 99.1 HARLEY-DAVIDSON FINALIZES BUSINESS TRANSITION AGREEMENT FOR CANADA OPERATIONS Harley-Davidson plans to begin direct distribution to dealers in Canada by early August 2015 MILWAUKEE April 30, 2015 Harley-Davidson (NYSE:HOG) and Deeley Harley-Davidson Canada, the current exclusive distributor of Harley-Davidson products in Canada, have signed an agreement paving the way for Harley-Davidson to begin direct distribution to independently owned Harley-Davidson dealers in Canada, aligning Harley-Davidson s Canada distribution with the company s global go-to-market strategy. Harley-Davidson previously announced its intent to assume direct distribution in Canada no later than July 31, 2017, when the company s current agreement ends with Deeley Harley-Davidson Canada. The transaction is expected to close on or about August 4, 2015, at which time Harley-Davidson expects to operate in Canada through a newly established, company owned subsidiary based in Concord, Ontario. Over the last 40 years, Harley-Davidson has had a strong, mutually beneficial relationship with the Deeley organization, said Mike Kennedy, Vice President and Managing Director, Harley-Davidson North America. We will continue working closely with the Deeley team and the independent dealer network throughout the transition to build on this solid foundation. We remain focused on growing the business, investing in the Harley-Davidson brand and keeping our customers at the center of all that we do. The new subsidiary office will be led by Anoop Prakash, who will immediately assume the role of Managing Director, Harley-Davidson Canada. Prakash most recently served as Managing Director of Harley-Davidson India. Over the course of the transition period through early August, Harley-Davidson will establish its subsidiary office, which includes positions to support the company s Canada operations, including marketing, human resources, retail development, sales operations, finance, IT and others. About Harley-Davidson, Inc. Harley-Davidson, Inc. is the parent company of Harley-Davidson Motor Company and Harley-Davidson Financial Services. Harley-Davidson Motor Company produces cruiser and touring motorcycles and offers a complete line of Harley-Davidson motorcycle parts, accessories, riding gear and apparel, and general merchandise. Harley-Davidson Financial Services provides wholesale and retail financing, insurance, extended service and other protection plans and credit card programs to Harley-Davidson dealers and riders in the U.S., Canada and other select international markets. For more information, visit Harley- Davidson's Web site at Contacts: Harley-Davidson: Media, Kristen Cunningham, , kristen.cunningham@harley-davidson.com, or Financial, Amy Giuffre,