SEC Company Response from HARLEY-DAVIDSON, (HOG) — Mar 13, 2020
HARLEY-DAVIDSON, INC.
Date: March 13, 2020 · CIK: 0000793952 · Accession: 0000793952-20-000019
AI Filing Summary & Sentiment
Letter
Document
ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
WWW.FOLEY.COM
WRITER'S DIRECT LINE
414.297.5678
pgquick@foley.com
March 13, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re:
Harley-Davidson, Inc.
Commission File Number: 1-9183
Preliminary Proxy Materials Relating to 2020 Annual Meeting
of Shareholders
Ladies and Gentlemen:
On behalf of Harley-Davidson, Inc., a Wisconsin corporation (the “Company”), we are transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s preliminary proxy statement and form of proxy (the “Preliminary Proxy Materials”) relating to the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”).
On January 24, 2020, the Company received a notice from Impala Master Fund Ltd. (“Impala”) stating its intention to propose two director nominees for election at the Annual Meeting. The Company is filing the Preliminary Proxy Materials because the Preliminary Proxy Materials contain comments upon and references to (i) Impala’s “solicitation in opposition” (as defined in Rule 14a-6(a) of the Exchange Act) to the Company’s director nominees for election at the Annual Meeting and (ii) a proposal by the Company that its shareholders approve amendments to the Company’s Restated Articles of Incorporation to allow the Company to implement proxy access.
In addition, the Preliminary Proxy Materials contain a proposal that the Company’s shareholders approve the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “Plan”). In accordance with Instruction 5 of Item 10 of Schedule 14A under the Exchange Act, we hereby advise you on behalf of the Company that the Company intends to file a Registration Statement on Form S-8 to register the shares of the Company’s common stock that the Company will be authorized to issue under the Plan (assuming the Company’s shareholders approve the Plan) as soon as practicable and in any event prior to the time that any shares of the Company’s common stock will be issued under the Plan and prior to the time that any employee will be entitled to exercise any option relating to the shares.
Please be advised that, in accordance with Rule 14a-6(b) of the Exchange Act, the Company intends to release definitive proxy materials on or prior to April 9, 2020 by sending to its shareholders a definitive proxy statement and form of proxy, as well as a copy of the Company’s annual report for the year ended December 31, 2019. To accommodate the Company’s proposed timing for the release of definitive proxy materials, we would appreciate your prompt attention to the Preliminary Proxy Materials. Please direct any communications concerning the Preliminary Proxy Materials to the undersigned at (414) 297-5678 or pgquick@foley.com or to John K. Wilson at (414) 297-5642 or jkwilson@foley.com.
AUSTIN
BOSTON
CHICAGO
DALLAS
DENVER
DETROIT
HOUSTON
JACKSONVILLE
LOS ANGELES
MADISON
MEXICO CITY
MIAMI
MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN FRANCISCO
SILICON VALLEY
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
BRUSSELS
TOKYO
March 13, 2020
Page 2
Thank you very much.
Very truly yours,
/s/ Patrick G. Quick
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CORRESP 1 filename1.htm Document ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM WRITER'S DIRECT LINE 414.297.5678 pgquick@foley.com March 13, 2020 VIA EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Harley-Davidson, Inc. Commission File Number: 1-9183 Preliminary Proxy Materials Relating to 2020 Annual Meeting of Shareholders Ladies and Gentlemen: On behalf of Harley-Davidson, Inc., a Wisconsin corporation (the “Company”), we are transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s preliminary proxy statement and form of proxy (the “Preliminary Proxy Materials”) relating to the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”). On January 24, 2020, the Company received a notice from Impala Master Fund Ltd. (“Impala”) stating its intention to propose two director nominees for election at the Annual Meeting. The Company is filing the Preliminary Proxy Materials because the Preliminary Proxy Materials contain comments upon and references to (i) Impala’s “solicitation in opposition” (as defined in Rule 14a-6(a) of the Exchange Act) to the Company’s director nominees for election at the Annual Meeting and (ii) a proposal by the Company that its shareholders approve amendments to the Company’s Restated Articles of Incorporation to allow the Company to implement proxy access. In addition, the Preliminary Proxy Materials contain a proposal that the Company’s shareholders approve the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “Plan”). In accordance with Instruction 5 of Item 10 of Schedule 14A under the Exchange Act, we hereby advise you on behalf of the Company that the Company intends to file a Registration Statement on Form S-8 to register the shares of the Company’s common stock that the Company will be authorized to issue under the Plan (assuming the Company’s shareholders approve the Plan) as soon as practicable and in any event prior to the time that any shares of the Company’s common stock will be issued under the Plan and prior to the time that any employee will be entitled to exercise any option relating to the shares. Please be advised that, in accordance with Rule 14a-6(b) of the Exchange Act, the Company intends to release definitive proxy materials on or prior to April 9, 2020 by sending to its shareholders a definitive proxy statement and form of proxy, as well as a copy of the Company’s annual report for the year ended December 31, 2019. To accommodate the Company’s proposed timing for the release of definitive proxy materials, we would appreciate your prompt attention to the Preliminary Proxy Materials. Please direct any communications concerning the Preliminary Proxy Materials to the undersigned at (414) 297-5678 or pgquick@foley.com or to John K. Wilson at (414) 297-5642 or jkwilson@foley.com. AUSTIN BOSTON CHICAGO DALLAS DENVER DETROIT HOUSTON JACKSONVILLE LOS ANGELES MADISON MEXICO CITY MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SAN DIEGO SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA WASHINGTON, D.C. BRUSSELS TOKYO March 13, 2020 Page 2 Thank you very much. Very truly yours, /s/ Patrick G. Quick Patrick G. Quick cc: Paul J. Krause Assistant Secretary Harley-Davidson, Inc.