Tag: Managing

WHY THIS IS IMPORTANT

Harley-Davidson, as a public entity, must adhere to Fair Disclosure regulations and maintain transparency regarding Material Non-Public Information related to its operations to ensure fair treatment of all investors.

Only authorized Spokespersons may disclose MNPI to analysts and the investment community. Employees can communicate with clients, vendors, consultants within the normal course of business aligned with their job functions.

Per regulations, any MNPI released must be communicated broadly through press releases, SEC filings, or appropriate channels.

This policy is applicable to all employees, contractors, agents, officers, and directors. It encompasses all communication forms, including written documents, verbal communications, emails, and social media updates.

HOW WE DO IT

DEFINITIONS

Spokespersons refer to the CEO, CFO, Vice President of Communications, Director of Investor Relations, and others designated for communication with analysts or the investment community.

Material Non-Public Information (MNPI) is any non-public information about the company that potentially impacts an investor’s decision-making regarding buying, selling, or holding securities.

Disclosure of MNPI occurs through a press release or SEC filing typically prior to earnings calls with stakeholders.

To prevent inadvertent MNPI disclosure, Harley-Davidson has established the following protocols:

• Ensure files containing MNPI are secured with limited access.

• MNPI or other Confidential Information must not be disclosed or discussed with anyone, including fellow workers, except on an “as needed” basis.
• Discussions regarding MNPI or Confidential Information are prohibited in public or quasi-public areas, e.g., restaurants, elevators, and restrooms.
• Public disclosure of MNPI can only happen when authorized and coordinated with a press release and/or SEC filing to ensure equal access for all.

Harley-Davidson Managing Disclosure of Material Information Policy

• Only authorized Spokespersons can permit members of the investment community or media to visit Company premises, tour its facilities, or participate in non-public Company initiatives. Spokespersons should consider the potential access these visitors have to other employees and take necessary precautions.
• When communicating with groups of employees or business contacts who must maintain confidentiality and the discussion involves MNPI, the employee must ensure all attendees are authorized and remind them of their confidentiality obligations.
• All inquiries from financial analysts, the investment community, and media should be directed to a Spokesperson.

WE DO NOT:

• Intentionally disclose MNPI selectively to external parties.
• Provide selective, direct, or indirect earnings guidance.
• Engage with the Media or financial analysts without authorization.
• Assume information is immaterial; consult the Legal Department for clarification if in doubt.
• Engage in insider trading.
• Disclose MNPI for personal gain.
• Aggregate individually immaterial information in ways that become material.
• Neglect training responsibilities; complete required Regulation FD training promptly.
• Confirm or deny marketplace rumors regarding Harley-Davidson.

WE DO:

• Report any concerns regarding MNPI disclosure to the Chief Legal Officer for timely handling of potential unintended disclosures.
• Consult with the Chief Legal Officer to clarify if information is considered MNPI.
• Ensure timely and accurate MNPI disclosures for transparency and regulatory compliance.
• Direct any media inquiries regarding MNPI to the Vice President of Communications.
• Familiarize yourself with the Harley-Davidson Insider Trading Policy and adhere to its guidelines when dealing with MNPI.

Harley-Davidson Managing Disclosure of Material Information Policy

HAVE A QUESTION?

If you have any questions or require assistance with specific scenarios, please contact the Legal Department.

For more information, refer to the Harley-Davidson Code of Conduct. You can also reach out to our Code of Conduct Helpline via the website at www.h-dcodehelpline.com or by calling 855-318-5389 (for international contacts, see the Code of Conduct).

WHERE THE RUBBER MEETS THE ROAD

1. I received a media inquiry about a potential new product. Can I reply directly?

1. No, discussing potential new products may involve MNPI. Direct media inquiries to the Vice President of Communications, who oversees such communications.

Q: Can I discuss MNPI with family or friends outside the organization?

A: No, discussing MNPI outside the company is prohibited. Review Harley-Davidson’s Insider Trading Policy for further information.

Q: I’m unsure if a regulatory update I learned about qualifies as MNPI. What should I do?

A: If uncertain, consult your manager or the Chief Legal Officer for clarification.

1. A dealer I work with inquired about a rumor regarding a potential joint venture involving Harley-Davidson. I want to maintain a good relationship but feel it’s beyond our usual communications. What should I do?

1. Reach out to the Legal Department for guidance; the proposed joint venture may represent MNPI. Employees may engage with customers, vendors, and dealers but must remain within their standard business interactions and not confirm or deny any company rumors.