Harley Davidson 2013 Annual Report Download - page 108

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108
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information to be included in the Company’s definitive proxy statement for the 2014 annual meeting of shareholders,
which will be filed on or about March 14, 2014 (the Proxy Statement), under the captions “Questions and Answers about the
Company – Who are our executive officers for SEC purposes?,” “Corporate Governance Principles and Board Matters – Audit
Committee,” “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Audit Committee
Report,” and “Independence of Directors” is incorporated by reference herein.
The Company has adopted the Harley-Davidson, Inc. Financial Code of Ethics applicable to the Company’s chief
executive officer, the chief financial officer, the principal accounting officer and the controller and other persons performing
similar finance functions. The Company has posted a copy of the Harley-Davidson, Inc. Financial Code of Ethics on the
Company’s website at www.harley-davidson.com. The Company intends to satisfy the disclosure requirements under Item 5.05
of the Securities and Exchange Commission’s Current Report on Form 8-K regarding amendments to, or waivers from, the
Harley-Davidson, Inc. Financial Code of Ethics by posting such information on its website at www.harley-davidson.com. The
Company is not including the information contained on or available through its website as a part of, or incorporating such
information by reference into, this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information to be included in the Proxy Statement under the captions “Executive Compensation” and “Human
Resources Committee Report on Executive Compensation” is incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information to be included in the Proxy Statement under the caption “Common Stock Ownership of Certain Beneficial
Owners and Management” is incorporated by reference herein.
The following table provides information about the Company’s equity compensation plans (including individual
compensation arrangements) as of December 31, 2013:
Plan Category
Number of securities
to be issued upon the
exercise of
outstanding options
Weighted-
average
exercise
price of
outstanding
options
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
the first column)
Equity compensation plans approved by shareholders:
Management employees 3,391,223 $ 39.74 10,777,225
Equity compensation plans not approved by
shareholders:
Union employees:
Kansas City, MO — $ — 26,718
York, PA — $ — 96,770
Non employees:
Board of Directors — $ — 168,880
— $ — 292,368
Total all plans 3,391,223 11,069,593
Plan documents for each of the Company’s equity compensation plans have been filed with the Securities and Exchange
Commission on a timely basis and are included in the list of exhibits to this annual report on Form 10-K. Equity compensation
plans not submitted to shareholders for approval were adopted prior to current regulations requiring such approval and have not
been materially altered since adoption.
The material features of the union employees’ stock option awards are the same as those of the management employees’
stock option awards. Under the Company’s management and union plans, stock options have an exercise price equal to the fair
market value of the underlying stock at the date of grant and expire ten years from the date of grant. Beginning with awards
granted in 2010, stock options vest ratably over a three-year period with the first one-third of the grant becoming exercisable