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

On December 4, 2012, 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 Michael J. Cave as a new director to fill the vacancy created by such increase, with such election effective that day. Mr. Cave will serve as a director with a term expiring at the Company's 2013 annual meeting of shareholders.

At the same time, the Board appointed Mr. Cave to the Board's Audit Committee and its Nominating and Corporate Governance Committee, which are the only committees of the Board to which he has been appointed to date.

Since 2010, Mr. Cave has served as a senior vice president of The Boeing Company ("Boeing"), the world's leading aerospace company and the largest manufacturer of commercial jetliners and military aircraft, and president of Boeing Capital Corp., a wholly owned Boeing subsidiary that is primarily responsible for arranging, structuring and providing financing for Boeing's commercial airplane and space and defense products. Mr. Cave had served as senior vice president of business development and strategy for Boeing, as senior vice president/chief financial officer of Boeing Commercial Airplanes and as vice president, finance for Boeing Information, Space & Defense Systems from 1998 through 2010. Prior to 1998, Mr. Cave held a variety of other assignments across Boeing's defense and commercial businesses.

The Company's Director Compensation Policy is applicable to Mr. Cave as a non-employee director. In connection with Mr. Cave's election to the Board, Mr. Cave will receive a pro rata portion of the current $100,000 annual retainer that the Company pays to non-employee directors and $20,000 annual retainer for serving as a member of the Audit Committee, as outlined in the Company's Director Compensation Policy. At least 50% of the retainer will be paid in shares of the Company's common stock and/or share units as required under the Company's Board of Director and Senior Executive Stock Ownership Guidelines. In addition, Mr. Cave will receive a grant of 1910.9497 share units pursuant to the Company's Director Stock Plan which is the amount of share units last granted to each of the outside directors under that plan, each share unit representing the value of one share of the Company's common stock. Mr. Cave will receive this compensation following his first Board meeting as a director.

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