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): |
February 12, 2009 |
Harley-Davidson, Inc.
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
|
1-9183
|
39-1382325
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
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 5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
February 12, 2009, the Board of Directors (the “Board”) of Harley-Davidson,
Inc. (the “Company”) approved an amendment to the By-laws of the Company to add
Section 2.08 to implement a form of majority voting for directors. Section 2.08 requires
that any nominee for director in an uncontested election who receives more “withheld” votes
than “for” votes in his or her election must promptly tender his or her
resignation to the Chairman of the Board. The Nominating and Corporate Governance
Committee of the Board will promptly consider that resignation and will recommend to the
Board whether to accept the tendered resignation or reject it based on all relevant
factors. The Board must then act on that recommendation no later than 90 days following
the date of the shareholders’ meeting at which the election occurred. However, the
Board may determine to extend such 90-day period by an additional period of
up to 90 days if it determines that such an extension is in the best interests of the
Company and its shareholders. Within four days of the Board’s decision, the Company
must disclose the decision in a Current Report on Form 8-K filed with the Securities and
Exchange Commission that includes a full explanation of the process by which the decision
was reached and, if applicable, the reasons for rejecting the resignation. These
requirements do not apply in a contested election.
The
foregoing description of the amendment to the By-laws of the Company is qualified in its
entirety by reference to the text of the amendment to the Company’s By-laws attached
to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference and
to the full text of the Company’s By-laws, as so amended, which are attached to this
Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by reference.
| Item 9.01. |
Financial
Statements and Exhibits. |
| |
(d) |
Exhibits.
The following exhibits are being filed herewith: |
| |
(3.1) |
Harley-Davidson,
Inc. Amendment to By-laws adopted February 12, 2009. |
| |
(3.2) |
Harley-Davidson,
Inc. By-laws, as amended through February 12, 2009. |
-2-
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: February 19, 2009 |
By: /s/ Gail A. Lione |
|
Gail A. Lione |
|
Executive Vice President, General Counsel and Secretary |
-3-
HARLEY-DAVIDSON, INC.
Exhibit Index to
Current Report on Form 8-K
Dated February 12, 2009
Exhibit
Number
| (3.1) |
Harley-Davidson,
Inc. Amendment to By-laws adopted February 12, 2009. |
| (3.2) |
Harley-Davidson,
Inc. By-laws, as amended through February 12, 2009. |
-4-