Harley-Davidson Accused of SEC Rules Violations by Investor

By Brett Foote - May 15, 2025

One Harley-Davidson investor has worked to oust its CEO and two board members for some time, an effort that now includes serious allegations.

Recently, Harley-Davidson shareholders voted to retain all of the company’s current board members – including CEO Jochen Zeitz – but it was a narrow and rather contentious decision. In fact, one particular company investor – H Partners Management – arguing that H-D leadership has been ineffective for some time now – has long called for significant change within the company, and has worked to have certain board members removed, which is also true of Zeitz. Now, the investment firm is accusing Harley-Davidson of engaging in unethical practices that violate Security and Exchange Commission (SEC) rules, according to the Milwaukee Journal Sentinel.

In addition to Zietz, H Partners – which owns around nine percent of H-D shares – has sought to have board members Tom Linebarger and Sara Levinson removed on the basis of poor decisions and resulting financial (and shareholder) losses. “Over the 17 years that Mr. Zeitz, Mr. Linebarger, and Ms. Levinson have overlapped on Harley’s Board, they have overseen the destruction of more than $6 billion in equity value and have consistently put their own self-interests ahead of those of shareholders,” the firm stated.

H Partners called for the immediate resignation of Zeitz prior to the shareholder meeting, after he announced plans to retire, while Linebarger and Levinson now intend to step down from Harley’s board in 2026. “Mr. Zeitz has received more than $50 million in compensation despite missing nearly every single metric in his strategic plan and destroying $2 billion in equity value over his five-year tenure as Harley’s CEO,” H Partners said in an SEC filing. “As members of the Compensation Committee, Mr. Linebarger and Ms. Levinson helped design Mr. Zeitz’s compensation package, ensuring he would be handsomely rewarded regardless of shareholder outcomes.”

Now, H Partners is accusing Harley-Davidson of making secret commitments to other investors in an attempt to sway votes in that same shareholder meeting, unethical tactics that violate SEC rules, if true. “As a result of our ongoing engagement with fellow shareholders, we have learned from numerous sources that the Harley-Davidson Board has been making secret, undisclosed commitments to select investors in an apparent attempt to win votes for Jochen Zeitz, Thomas Linebarger, and Sara Levinson. Our engagement leads us to believe that certain shareholders are being told that Mr. Zeitz, Mr. Linebarger, and Ms. Levinson intend to exit the Board over the next year, the Board now intends to appoint an external CEO, and the Board has done away with the concept of the current CEO transitioning to Executive Chair,” H Partners said.

“In addition to constituting a flagrant violation of corporate governance norms and the SEC’s proxy rules, this conduct suggests that the Board believes there are two tiers of shareholders: an elite group of holders with special access, and all other holders who are in the dark. We maintain that this is exactly the type of arrogant, insular thinking that has led to brand erosion, dealer frustration, and sustained sales declines at Harley-Davidson.”

“Regrettably, H Partners has been pursuing a misleading and disruptive campaign for weeks. As our 2025 Annual Meeting of Shareholders approaches, H Partners has resorted to a desperate, last-ditch attempt to sway shareholders. The Harley-Davidson Board is operating with the utmost integrity and in accordance with concepts of responsible corporate governance – concepts that H Partners clearly does not understand,” Harley-Davidson said in response to the allegations.

“H Partners had their chance to be an integral part of the search process to help guide the selection of a new CEO – they gave that up. Before doing so, however, they consistently supported the very CEO, strategy and Directors they now find so objectionable. Mere months ago, they voted for the Company’s current Director nominees to stand for reelection, and their preferred CEO candidate was carefully considered on an accelerated basis by the Board.”

Photos: Harley-Davidson