Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2015, Keith Wandell, Chairman of the Board of Directors (the “Board”) of Harley-Davidson, Inc. (the “Company”) and President and Chief Executive Officer of the Company, provided notice that he will retire from the position of President and Chief Executive Officer of the Company effective May 1, 2015.
On February 4, 2015, the Board elected Matthew S. Levatich, the President and Chief Operating Officer of Harley-Davidson Motor Company (“HDMC”), a subsidiary of the Company, to serve as the Company’s President and Chief Executive Officer effective upon Mr. Wandell’s retirement on May 1, 2015.
Mr. Levatich, age 50, has served as the President and Chief Operating Officer of HDMC since May 2009. From August 2008 through April 2009, Mr. Levatich served as President and Managing Director of MV Agusta S.P.A., a former subsidiary of the Company. From November 2007 through July 2008, Mr. Levatich was Vice President and General Manager of Parts and Accessories and Custom Vehicle Operations of HDMC. From October 2003 to October 2007, Mr. Levatich was Vice President of Materials Management of HDMC. From 1994 to 2003, Mr. Levatich held other positions with HDMC.
On February 4, 2015, the Board increased the size of the Board from twelve to thirteen members and elected Mr. Levatich as a director of the Company to fill the vacancy created by that increase. Mr. Levatich has not been, and is not currently expected to be, named to any committees of the Board.
On February 3, 2015, Mr. Wandell also provided notice to the Company that he does not intend to stand for re-election as a director of the Company upon the expiration of his current term at the Company’s 2015 annual meeting of shareholders (the “2015 Annual Meeting”).
Barry K. Allen, a member of the Board, also provided notice to the Company on February 3, 2015 that he does not intend to stand for re-election as a director of the Company upon the expiration of his current term at the 2015 Annual Meeting.
The Board also approved decreasing the size of the Board at the 2015 Annual Meeting to eleven members as a result of the respective decisions of Mr. Wandell and Mr. Allen not to stand for re-election at the 2015 Annual Meeting.
On February 4, 2015, the Board elected Richard Beattie, a member of the Board, to serve as non-executive Chairman of the Board effective upon Mr. Wandell’s departure from the Board at the time of the 2015 Annual Meeting.