Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when HOG files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsHarley-Davidson shareholders approve equity plan expansion to 12.2M shares
Filed May 28, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
-
medium
Shareholders approved amendment to 2020 Incentive Stock Plan increasing authorized shares to 12.2 million with 94.5% support (66.9M for, 3.9M against), expanding pool for equity compensation to officers and employees.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
All eight directors elected with support ranging from 84.0% to 98.5%; Allan Golston received lowest support at 59.7M for vs 11.4M withheld, Artie Starrs highest at 70.0M for vs 1.1M withheld.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Say-on-pay approved with 86.2% support (61.1M for, 9.8M against), indicating no significant shareholder concern about executive compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Ernst & Young ratified as auditor for fiscal 2026 with 98.2% support (83.0M for, 1.4M against); shareholder climate proposal rejected with 21.5% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Harley-Davidson held its annual shareholder meeting on May 21, 2026, with all proposals recommended by the board passing comfortably. The most material outcome was approval of an amendment expanding the 2020 Incentive Stock Plan's authorized share count to 12.2 million shares, which passed with 94.5% support.
This increases the company's capacity to grant equity-based compensation to employees and executives, a standard tool for retention and alignment but one that incrementally dilutes existing shareholders. All other items were routine governance matters. The eight director nominees were elected with support between 84% and 98.5%, say-on-pay passed with 86.2% approval, and the auditor was ratified with 98.2% support.
A shareholder proposal requesting a climate transition plan was rejected with only 21.5% backing, consistent with the board's recommendation against it. For retail holders, the equity plan expansion is the only item with modest dilutive impact; the rest reflects normal annual meeting business with healthy approval margins.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the shareholders of the Company approved an amendment to the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “Incentive Plan”) to increase the authorized number of shares under the Incentive Plan, which amendment had previously been approved by the Company’s Board of Directors, subject to shareholder approval.
Shareholders approved an amendment to the 2020 Incentive Stock Plan that increases the number of shares authorized for issuance under the plan. This expands the pool of shares available for equity-based compensation to employees and executives. The Board had previously approved the amendment contingent on shareholder ratification.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Harley-Davidson shareholders approved director elections, executive compensation, incentive plan expansion, and auditor ratification at annual meeting.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Shares Voted ForShares Voted AgainstAbstentionsBroker Non-Votes
15,168,87255,305,212615,95713,525,983
A shareholder proposal requesting a climate transition plan was rejected with only 21.5% support (15.2M for vs 55.3M against). The board had recommended voting against this proposal, and shareholders followed that recommendation by a wide margin.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify