Harley Davidson 2012 Annual Report Download - page 130

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9
(b) Promptly after the Chairman of the Board receives a resignation submitted by
a director receiving a Majority Withheld Vote, the Nominating and Corporate
Governance Committee will consider the resignation and recommend to the
Board of Directors whether the Board of Directors should accept the tendered
resignation or reject it. In considering whether to recommend that the Board of
Directors accept or reject the tendered resignation, the Nominating and
Corporate Governance Committee may consider all factors deemed relevant by
the members of the Nominating and Corporate Governance Committee.
(c) The Board of Directors will act on the Nominating and Corporate Governance
Committee's recommendation no later than 90 days following the date of the
shareholders’ meeting at which the election occurred. In considering the
Nominating and Corporate Governance Committee’s recommendation, the
Board of Directors may consider the factors that the Nominating and Corporate
Governance Committee considered to the extent communicated by the
Nominating and Corporate Governance Committee and such additional
information and factors the Board of Directors believes to be relevant.
Following the Board of Directors’ decision, the corporation will promptly
publicly disclose in a Current Report on Form 8-K filed with or furnished to,
as applicable, the Securities and Exchange Commission the Board of
Directors’ decision whether to accept the resignation as tendered, including a
full explanation of the process by which the decision was reached and, if
applicable, the reasons for rejecting the tendered resignation. Notwithstanding
the foregoing, the Board of Directors 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 corporation and its shareholders.
(d) Any director who tenders a resignation pursuant to this provision will not
participate in the Nominating and Corporate Governance Committee
recommendation or the Board of Directors’ consideration regarding whether or
not to accept the tendered resignation. If a majority of the members of the
Nominating and Corporate Governance Committee received Majority
Withheld Votes at the same election, then the independent directors who are on
the Board of Directors who did not receive Majority Withheld Votes or who
were not standing for election will appoint a committee of the Board of
Directors for the purpose of considering the tendered resignations, and such
committee will recommend to the Board of Directors whether to accept or
reject them. This committee may, but need not, consist of all of the
independent directors who did not receive Majority Withheld Votes or who
were not standing for election but will not include any director who received a
Majority Withheld Vote.
(e) The foregoing will not apply in an election of directors that is a Contested
Election.
(f) This by-law will be summarized or included in each proxy statement relating
to an election of directors of the corporation.