Activist hedge fund H Partners Management has escalated its campaign against Harley-Davidson, filing a definitive proxy statement and urging shareholders to vote “withhold” on three long-serving board members at the company’s upcoming annual meeting on 14 May.

In a strongly worded letter to shareholders, H Partners – which holds a 9.1% stake in Harley-Davidson – is calling for the removal of CEO and Chairman Jochen Zeitz, Presiding Director Thomas Linebarger, and Director Sara Levinson, citing “poor performance, weak execution, and flawed governance.”

The activist fund claims Harley’s total shareholder returns (TSR) have significantly underperformed relevant benchmarks since Zeitz’s appointment five years ago, and accuses the board of failing to hold management accountable amid a breakdown in operational execution.

“The Hardwire Strategic Plan has not delivered profitable growth or enhanced shareholder value,” H Partners wrote, pointing to a decline in operating income and continued underperformance. It also criticised Harley’s corporate governance practices, highlighting long board tenures and what it sees as an entrenched leadership structure resistant to change.

H Partners is not nominating directors of its own but instead is pushing for a board reconstitution through shareholder pressure, encouraging investors to signal dissatisfaction by using the BLUE proxy card to withhold support for the three targeted directors.