Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported): September 16, 2010



Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)




Wisconsin   1-9183   39-1382325

(State or other jurisdiction

of incorporation)



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)




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 16, 2010, the Board of Directors (the “Board”) of Harley-Davidson, Inc. (the “Company”) voted to increase the size of the Board from twelve persons to thirteen persons and to elect R. John Anderson as a new director to fill the vacancy created by such increase, with such election effective October 1, 2010. Mr. Anderson will serve as a director with a term expiring at the Company’s 2011 annual meeting of shareholders.

At the time of Mr. Anderson’s election, he was not appointed to any committee of the Board, and there was no expectation concerning any such appointment.

Mr. Anderson has been President and Chief Executive Officer of Levi Strauss & Co. (“LS&Co.”) since November 2006. A privately held company with 2009 revenues of $4.1 billion, LS&Co designs and markets jeans, casual wear and related accessories for men, women and children under the Levi’s®, Dockers®, Signature by Levi Strauss & Co.™ and Denizen™ brands.

Prior to assuming his current position, Mr. Anderson was named as Chief Operating Officer of LS&Co. in mid-2006, served as President of LS&Co.’s Global Sourcing Organization from 2004-2006, as Interim President of Levi Strauss Europe for four months from 2003-2004, and as President of LS&Co’s Asia Pacific Division from 1998-2003.

The Company’s Director Compensation Policy is applicable to Mr. Anderson as a non-employee director. In connection with Mr. Anderson’s election to the Board, Mr. Anderson will receive a pro rata portion of the current $80,000 annual retainer that the Company pays to non-employee directors, at least 50% of which will be paid in shares of the Company’s common stock and/or share units pursuant to an election of Mr. Anderson under the Company’s Director Stock Plan. In addition, Mr. Anderson will receive a grant of 1,471 share units, each representing the value of one share of the Company’s common stock, pursuant to the Company’s Director Stock Plan. Mr. Anderson will receive this compensation following his first Board meeting as a director.




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.


Date: September 22, 2010     By:  

/s/ Paul J. Jones

      Paul J. Jones
      Vice President, General Counsel and Secretary