8-K

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): June 8, 2023

LiveWire Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-41511	87-4730333
(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)

(650) 447-8424

(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(s)	Name of exchange on which registered
Common Stock, $0.0001 par value per share	LVWR	New York Stock Exchange
Warrants to purchase common stock	LVWR WS	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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 8, 2023, LiveWire Group, Inc. (the “Company”) announced that the Board of Directors appointed Messrs. Hiromichi Mizuno and Paul Krause to serve on the Board of Directors, effective June 12, 2023. Mr. Mizuno will receive the Company’s standard director compensation, which is described under the heading “2023 Director Compensation Program” in the Company’s proxy statement for its 2023 annual meeting of stockholders. Mr. Krause will not be entitled to receive any additional compensation for his service as a director because he serves as the Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary of Harley-Davidson, Inc.

A copy of the related Press Release announcing the appointments of Messrs. Mizuno and Krause to the Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01	Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description

99.1	Press Release of LiveWire Group, Inc., dated June 8, 2023
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.

	LiveWire Group, Inc.
Date: June 8, 2023	/s/ Amanda Parker
	Amanda Parker
	Chief Legal Officer & Corporate Secretary

2

EX-99.1

LiveWire Group, Inc. appoints Hiromichi Mizuno to Board of Directors

MILWAUKEE, June 8, 2023 / PRNewswire/ --LiveWire Group, Inc. (“LiveWire”) (NYSE: LVWR) today announced the appointment of Mr. Hiromichi (Hiro) Mizuno to the Company's Board of Directors, effective June 12, 2023.

“Hiro is a global thought leader in sustainable investments and brings both extensive international financial experience and EV sector expertise that will be greatly beneficial as we expand into new markets and enter our next phase of growth to lead the electrification of the sport,” said Jochen Zeitz, Chairman, President and CEO, Harley-Davidson and Chairman and CEO, LiveWire. “We are excited to welcome Hiro to the Board of Directors and look forward to the valuable insights he will bring to continue advancing LiveWire’s mission to be the ultimate electric motorcycle brand in the world.”

Mizuno is a Japanese financial executive and has played significant roles in the field of sustainable investments, formerly serving as United Nations Special Envoy on Innovative Finance and Sustainable Investments. 

He previously served as Executive Managing Director and Chief Investment Officer of Government Pension Investment Fund of Japan (GPIF), the largest pension fund in the world. Additionally, Mizuno has served as a non-Executive board member of Tesla, Inc. and serves as a Mission Committee Member at Danone, S.A.

  
Mizuno holds an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Additionally, Paul Krause, Chief Legal Officer at Harley-Davidson will also be appointed to the Board of Directors of LiveWire Group, Inc. effective June 12, 2023.

About LiveWire
LiveWire has a dedicated focus on the electric motorcycle sector. LiveWire’s majority shareholder is Harley-Davidson, Inc. LiveWire comes from the lineage of Harley-Davidson and is capitalizing on a decade of its learnings in the EV sector. With a dedicated focus on EV, LiveWire plans to develop the technology of the future and to invest in the capabilities needed to lead the transformation of motorcycling. www.livewire.com

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Cover Page	Jun. 08, 2023
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Jun. 08, 2023
Entity Registrant Name	LiveWire Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41511
Entity Tax Identification Number	87-4730333
Entity Address, Address Line One	3700 West Juneau Avenue
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53208
City Area Code	650
Local Phone Number	447-8424
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001898795
Amendment Flag	false
Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	LVWR WS
Security Exchange Name	NYSE
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	LVWR
Security Exchange Name	NYSE