SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

         DIVISION OF
    CORPORATION FINANCE

March 17, 2020
Jochen Zeitz
Chairman of the Board and Acting CEO and President
Harley -Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208

 Re: Harley -Davidson, Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on March 13, 2020  by Harley -Davidson, Inc.
  File No.  001-09183

Dear M r. Zeitz,

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your  facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional commen ts.

Schedule 14A

Letter to Shareholders

1. The first page of the proxy statement, as defined in Rule 14a -1(g) ─ and distinguished from
the Notice or any letter to shareholders ─ must be marked as preliminary.  Given that a
preliminary proxy statement may b e lawfully disseminated un der Rule 14a -3(a), please place
the required legend on the proxy statement .  See Rule 14a -6(e)(1) of Regulation 14A.

Important , First Page

2. Although the disclosure intimates that printed copies of the proxy statement will be furnished
to shareholders via U.S. mail, the disclosure on page 76 leaves open the possibility that the
proxy statement will be distributed electronically to the exclusion of other methods while
suggesting its availability on a dedicated website.  Please advise us whether or not Harley -
Davidson  will be relying upon Rule 14a -16 to distribute the proxy statement electronically as
the primary means of fulfilling its obligations under Rule 14a -3(a) and Rule 14a -4(f).  If so,
please summarize for us how compliance with Rule 14a -16 has been effectuated.

Jochen Z eitz
Harley -Davidson, Inc.
March  17, 2020
Page 2

 Proposal One:  Election of Directors, page 1

3. Notwithstanding the registrant ’s director eligib ility requirements, lease confirm, and consider
disclosing, if true, that each director nominee  has consent ed to be ing named in the proxy
statement and to  serve if elected.  See Rule 14a -4(d)(1).

4. We note that the “entire Board is elected annually .”   Please revise to specifically state the
exact term for which each director nominee, if elected , would be authorized to serve.

Voting Requirements, page 20

5. Please advise us, with a view towards revised disclosure, of the basis upon which the
registrant has relied to conclude that broker non -votes may exist in the instant solicitation
with respect to any of the proposals.

Independence of Directors, page 24

6. Please disclose the standard by which independence has been determined.

What constitutes a quorum? , page 71

7. Please refer to the following representation:  “in tho se instances where banks, brokers or
other nominees who hold shares on behalf of others have returned a proxy but could not vote
the shares on particular matters without receiving voting instructio ns from the beneficial
owners ( ‘broker non -votes ’)…”  Please advise us of the legal basis upon which the registrant
has relied to conclude that persons other than brokers, such as banks and other holders of
record, may be ineligible to vote shares in the absence of instructions timely trans mitted by
beneficial owners .  Alternatively, please revise to remove the implication that banks and
other holders of record are the equivalent of brokers and thus might not vote absent
instructions from beneficial owners.  See Item 21(b) of Schedule 14A.

Form of Proxy

8. Please revise the disclosure  regarding the intended use of the discretionary authority
available under Rule 14a -4(c)(1) so it conforms to the disclosure standard codified in that
provision.  At present, the disclosure suggests the right to use discretionary authority is
absolute  inasmuch as it can unconditionally be exercised “on any other matters t hat may arise
at the 2020 Annual M eeting  of Shareholders …”

Jochen Z eitz
Harley -Davidson, Inc.
March  17, 2020
Page 3

  We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Patrick G. Quick , Esq.
            John K. Wilson, Esq.