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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 8-K 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2025
Harley-Davidson, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 1-9183 39-1382325
(State or other jurisdiction
of incorporation)
     (Commission
     File Number)
(IRS Employer
Identification No.)
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208
(Address of principal executive offices, including zip code)
(414) 342-4680
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class    Trading Symbol    Name of exchange on which registered
COMMON STOCK, $0.01 par value per share    HOG    New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2025, the Board of Directors (the “Board”) of Harley-Davidson, Inc. (the “Company”) acted to appoint Arthur Starrs to serve as the Company’s President and Chief Executive Officer (“CEO”), effective as of October 1, 2025 (the “Effective Date”). The Board also acted to appoint Mr. Starrs as a member of the Board, also effective as of the Effective Date. The Board has not yet named Mr. Starrs to any committee of the Board.
Mr. Starrs, age 48, currently serves as the Chief Executive Officer of Topgolf International, Inc. (“Topgolf”), a premiere global sports entertainment company and subsidiary of Topgolf Callaway Brands Corp. He began serving in this role in 2021. Prior to joining Topgolf, Mr. Starrs was the Global Chief Executive Officer of Pizza Hut, a global pizza restaurant chain and division of Yum! Brands, from 2019 until 2021. Before assuming the role of CEO, he held positions as President, General Manager, Chief Financial Officer, and Vice President of Finance at Pizza Hut. Mr. Starrs also previously served on the Board of Directors for Grubhub, Inc. and currently serves as a board member for Five Iron Golf and Dine Brands Global, Inc. (the parent company of Applebee's Neighborhood Grill + Bar®, IHOP®, and Fuzzy’s Taco Shop® restaurants).
In connection with his appointment, Mr. Starrs executed an offer letter (the “Offer Letter”) with the Company that sets forth terms of his employment as the Company’s President and CEO. The Offer Letter provides for: (i) an annual base salary of $1,200,000; (ii) eligibility to participate in the health and welfare benefit plans and programs maintained by the Company for the benefit of its senior executive employees; and (iii) certain other perquisites, including a relocation package. In addition, beginning in 2026, Mr. Starrs is eligible to earn a cash incentive award with a target amount of 150% of his base salary under the Company’s Short-Term-Incentive Plan (STIP). Mr. Starrs will also be eligible to participate in the Company’s Long-Term Incentive Plan (LTIP). Beginning in February 2026, Mr. Starrs will receive annual LTIP individual grants valued at $6,500,000.
Mr. Starrs will also be covered by the Company’s Executive Severance Plan. Notwithstanding the terms of the Executive Severance Plan, (1) a “Covered Termination” as defined in the Plan will also include a termination of his employment as a result of his resignation for “Good Reason” as defined on Exhibit A attached to the Offer Letter and (2) any amendment that materially reduces or otherwise materially adversely impacts the amount and/or terms of his potential severance benefits set forth in the Executive Severance Plan in place as of the date of the Offer Letter (and including the adjustment described in (1)) will not be effective without his written consent. In addition, Mr. Starrs will enter into a standard form of Transition Agreement with the Company.
Under the Offer Letter, Mr. Starrs will also receive: (i) a one-time cash award of $2,000,000, which he will be required to repay if he voluntarily terminates his employment within 12 months of the Effective Date; (ii) a one-time equity grant consisting of restricted stock units with a grant date value of $4,500,000 (the “One-Time RSU Award”); and (iii) a pro-rated 2025 annual equity grant with an aggregate value of $1,625,000 (the “Pro-Rata 2025 RSU Award”). The One-Time RSU Award and the Pro-Rata 2025 RSU Award will vest in three equal annual installments beginning one year after the grant date, subject to continued employment. The terms and conditions of the One-Time RSU Award and the Pro-Rata 2025 RSU Award will be governed by the applicable award agreements and the Company’s incentive stock plan.
The Company’s employee and award agreements subject Mr. Starrs to certain non-competition and non-solicitation covenants and to compensation recovery to the extent required by applicable law, regulations and the Company’s policies.
The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, including Exhibit A to that Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Starrs does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As previously disclosed, Jochen Zeitz, the current President and CEO of the Company and Chairman of the Board, notified the Board of his interest in retiring from the Company in 2025, subject to the appointment of a suitable successor. Accordingly, Mr. Zeitz has confirmed that he is retiring from his role as President and CEO and has resigned from the Board, in each case effective as of the Effective Date. Mr. Zeitz’s decision does not reflect any dispute or disagreement with the Company. Mr. Zeitz will remain an employee of the Company after the Effective Date through February 2026 and serve as a Senior Advisor to facilitate a smooth transition and provide knowledge transfer and strategic consulting services as may be requested by the Company from time to time. He will receive a nominal monthly stipend for such service rather than his current salary from October 2025 through February 2026, and any STIP payment to him for 2025 would be pro rated.
On July 30, 2025, the Board also acted to appoint Troy Alstead, a current member of the Board and the current Presiding Director of the Board, to succeed Mr. Zeitz as Chairman of the Board on the Effective Date.
2



Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No. Description
10.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
HARLEY-DAVIDSON, INC.
Date: August 4, 2025 /s/ Paul J. Krause
Paul J. Krause
Secretary
3
EX-10.1 2 a20250730_astarrsceooffe.htm EX-10.1 - OFFER LETTER a20250730_astarrsceooffe
Harley-Davidson Motor Company July 30, 2025 Arthur Starrs, We are pleased to confirm the terms of your appointment as President and Chief Executive Officer of Harley- Davidson, Inc., reporting directly to the Board of Directors. This position is based in Milwaukee, Wisconsin with a start date no later than October 1, 2025. Below, you will find the details of the offer. For your convenience, below we also have described various benefits that you will be eligible to receive during your employment. Additional details are provided in the respective applicable plan documents. Except as expressly set forth herein, the applicable plan documents, policies, or guidelines shall control and may be modified from time to time. Total Target Compensation Your annual base salary will be $1,200,000 subject to applicable taxes and withholdings. The U.S. payroll cycle is bi-weekly. Beginning in 2026 you will be eligible to participate in the Harley-Davidson, Inc. Short-Term Incentive Plan (STIP) with an individual incentive target of 150% of your annual base salary. Actual payments under the STIP can range from 0% to 200% of an individual’s target opportunity based on plan performance. STIP awards are typically paid in February after the prior year’s performance period and after the Human Resources Committee of the Board reviews and approves the plan performance attainment. You will be eligible to participate in the Harley-Davidson, Inc. Long-Term Incentive Plan (LTIP) with an annual individual incentive grant valued at $6,500,000. You will receive your first full LTIP grant in February of 2026 upon approval from the Human Resources Committee of the Board. The current composition of the LTIP is a combination of restricted stock units (50%) and performance shares (50%). Performance shares allow the executive to earn a specified number of shares of our common stock at the end of the three-year performance period, that will range between 0% and 200% of the initial award amount. As a result, the number of Performance Shares an executive earns is based on performance, and the value that is realized is further derived by stock price at vesting. To the extent that awards vest the participant will also receive the accumulated dividends that have accrued over the performance period, in direct proportion to the number of Performance Shares that vest. Restricted stock unit awards allow executives to receive shares of common stock in the future after the awards vest, which will occur only if the individual remains an employee or certain other circumstances apply. Restricted stock unit awards vest in three equal annual installments beginning one year after the grant date. During the vesting period, the recipient earns dividend equivalents on each restricted stock unit of the same value as dividends that are declared and paid quarterly on each share of stock. Docusign Envelope ID: 41EB48AE-3FB4-4551-8A4B-940FC32C6AFF


 
Harley-Davidson Motor Company One-Time Payments You will receive a one-time Cash Award of $2,000,000, subject to applicable taxes and withholdings. This award will be paid in the first regularly scheduled payroll following your start date. Should you voluntarily terminate your employment within 12 months of your date of hire, you will be required to repay the full amount of the award. You will receive a one-time Equity Grant valued at $4,500,000 delivered as Restricted Stock Units equal to the stock price at the close of business on the first day of the first open window period following your start date. Restricted stock unit awards vest in three equal annual installments beginning one year after the grant date. You will also receive a pro-rated 2025 Annual Equity Grant valued at $1,625,000 delivered as Restricted Stock Units equal to the stock price at the close of business on the first day of the first open window period following your start date. Restricted stock units vest in three equal annual installments beginning one year after the grant date. Employee Benefits You will be eligible to participate in the Harley-Davidson, Inc. medical, dental, vision, life, short-term and long- term disability insurance plans. This coverage, if elected, will be effective on the first day of the month following your start date. To view our benefits summary, please click here. You are eligible to participate in the Harley-Davidson Retirement Savings Plan (401(k)). Under the current terms of this plan, you will earn an annual Employer Retirement Contribution of 4% of your eligible pay (subject to IRS limits) if you remain employed through December 31st. This Contribution is typically made in Q1 of the following year. In addition, you will have the ability to defer a portion of your pay into the plan and receive matching contributions of up to 75% of your deferrals up to the first 6% of your eligible pay (subject to IRS limits). You may contribute up to 50% of your eligible pay, subject to IRS limits. Annually, you are eligible to participate in the Harley-Davidson Management Deferred Compensation Plan which allows you to elect to defer receipt of base pay and or incentive pay (STIP). The Plan provides you with an additional avenue to set aside eligible earnings on a tax deferred basis in excess of the limits imposed on your 401(k) Plan. Other Executive Benefits and Requirements To reinforce the link between the long-term interests of board members, executives, and shareholders, we require board members and executives to own a minimum amount of our common stock. The Stock Ownership Guideline for your position is 6X your base salary. Stock ownership includes stock in the 401(k) plan, unvested Restricted Shares and personal holdings. You have five years from the date of hire to meet the guideline. Harley- Davidson reserves the right to change the Stock Ownership Guidelines at any time without notice. You will be covered by the Executive Severance Plan, which currently provides executives at your level with two (2) years of base salary if the Company terminates your employment reasons other than “for cause” and Docusign Envelope ID: 41EB48AE-3FB4-4551-8A4B-940FC32C6AFF


 
Harley-Davidson Motor Company provided that you sign the Company’s standard severance agreement in use at that time. Notwithstanding the terms of the Executive Severance Plan (1) a “Covered Termination” as defined in the Executive Severance Plan shall also include your termination of employment as a result of your resignation for “Good Reason” as defined on Exhibit A attached hereto and (2) any amendment or termination of the Executive Severance Plan that materially reduces or otherwise materially adversely impacts the amount and/or terms of your potential severance benefits set forth in the Executive Severance Plan in place as of the date of this letter agreement (and including the adjustment described in (1)) shall not be effective without your written consent. You will be covered under the Company’s Transition Agreement, which currently provides for certain benefits in the event of an eligible termination within two years following a Change of Control. Full details of the agreement will be provided separately. To support your transition, we are pleased to offer a comprehensive relocation package, with full details to be provided separately. You will be eligible to participate in the Harley-Davidson Motorcycle Company Owned Vehicle Program upon your start date. Conditions of Employment This offer is contingent upon successful completion of the reference check and background check process. In addition, this offer is contingent upon your execution of an Employee Commitment agreement, which you will be provided during your onboarding. This offer is contingent upon the fact and your truthful representation that you do not have any confidentiality, non-competition or other agreements that would limit your ability to fully perform the position offered to you. To the extent that you have confidentiality agreements with former employers, we expect that you will fully abide by them. To fulfill federal identification requirements, you are required to provide proper documentation to support your identity and eligibility to work in the United States. By beginning employment with Harley-Davidson, Inc., you: (1) acknowledge and agree that the U.S. securities laws will require you to publicly disclose certain personal information, including but not limited to, any Harley- Davidson, Inc. securities of which you have voting or investment control; (2) understand and agree to comply with the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended; and (3) represent and warrant that you are not currently and have not been the subject of an investigation, enforcement proceeding, or enforcement action by the Securities & Exchange Commission, Commodities Exchange Commission, or similar regulator. Arthur, we are thrilled that you will soon be a member of the Harley-Davidson team. If there is anything that I or another member of the team can do to provide additional information or assist you, please let me know. Docusign Envelope ID: 41EB48AE-3FB4-4551-8A4B-940FC32C6AFF


 
Harley-Davidson Motor Company Sincerely, Maryrose Sylvester Board Director Harley-Davidson, Inc. _____________________________________ Agreed and acknowledged on ____________________ Arthur Starrs Docusign Envelope ID: 41EB48AE-3FB4-4551-8A4B-940FC32C6AFF 7/30/2025


 
Harley-Davidson Motor Company Exhibit A “GOOD REASON” means the occurrence of any one of the following events, as determined by the Executive in good faith (with capitalized terms not defined below having the definitions set forth in the Company’s Executive Severance Plan): (a) any material breach of the Executive’s offer letter, the Plan or any other written agreement between Executive and the Company governing the terms of Executive’s employment with the Company; (b) any material reduction in the Executive’s base salary; (c) a material adverse change, without the Executive’s prior written consent, to Executive’s duties, authority and/or responsibilities, including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company; (d) the relocation of the Executive’s principal place of employment to a place that is more than 50 miles from Harley-Davidson’s Juneau Ave. Headquarters in Milwaukee, Wisconsin.; Provided, however, that in each case above, in order for the Executive’s resignation to be deemed to have been for Good Reason, Executive must first give the Company written notice of the action or omission giving rise to “Good Reason” within ninety (30) days after the first occurrence thereof; the Company must fail to reasonably cure such action or omission within thirty (30) days after receipt of such notice (the “Cure Period”), and the Executive’s resignation must be effective not later than ninety (30) days after the expiration of such Cure Period. Arthur Starrs Docusign Envelope ID: 41EB48AE-3FB4-4551-8A4B-940FC32C6AFF