Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
OnAugust 1, 2022 , the Board of Directors (the "Board") ofHarley-Davidson, Inc. (the "Company") voted to increase the size of the Board from ten persons to eleven persons and to electRafeh Masood as a new director to fill the vacancy created by such increase, with such election effectiveAugust 3, 2022 .Mr. Masood will serve as a director with a term expiring at the Company's 2023 annual meeting of shareholders.
On that date, the Board also appointed
Mr. Masood currently serves as Executive Vice President (EVP) and Chief Customer Officer at Bed Bath & Beyond Inc. He joined Bed Bath & Beyond Inc. inMay 2020 as EVP andChief Digital Officer and was appointed to his current role inNovember 2021 , where he oversees marketing, digital and customer experience.Mr. Masood previously served as Senior Vice President andChief Digital Officer atBJ's Wholesale Club Holdings, Inc. In this role,Mr. Masood was responsible for the company's online and omnichannel business, including strategy, customer experience, and product development. Previously,Mr. Masood held leadership roles in customer innovation, technology, operations and procurement at DICK's Sporting Goods, Sears and BAWAG Group. The Company's Director Compensation Policy is applicable toMr. Masood as a non-employee director. In connection with his election to the Board,Mr. Masood will receive a pro-rata portion of the current$110,000 annual retainer that the Company pays to non-employee directors, as outlined in the Company's Director Compensation Policy. Also,Mr. Masood will receive a pro-rata portion of the additional$5,000 retainer payable to members of theAudit and Finance Committee . At least 50% of the retainer will be paid in shares of the Company's common stock and/or share units as required under the Company's Director Compensation Policy. In addition,Mr. Masood will also receive a grant of 3,529 share units pursuant to the Company's Director Stock Plan, which is the amount of share units last granted to each of the outside directors under the plan, each share unit representing the value of one share of the Company's common stock.Mr. Masood will receive this compensation following his first Board meeting he attends as a director. A copy of the press release issued by the Company announcing the appointment ofMr. Masood is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a)Not applicable. (b)Not applicable. (c)Not applicable. (d)Exhibits. The following exhibit is being furnished herewith: Exhibit No. Description 99.1 Press Release ofHarley-Davidson, Inc. datedAugust 3, 2022 . 104 The cover page from this Current Report on Form
8-K, formatted in Inline XBRL
(included as Exhibit 101)
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