NEW YORK, May 14 (Reuters) - Harley-Davidson ( HOG ) on

Wednesday beat back investor H Partners' proposal to remove

three directors, including the CEO, the company said in a

statement.

The victory for Harley comes roughly one month after H

Partners, the second-largest investor in the motorcycle maker

with a stake of 9.1%, stepped up its campaign to immediately

push out Jochen Zeitz, who has run the company since 2020.

The company did not detail the vote tally and one source

familiar with the numbers said it was a "razor-thin outcome" for

Zeitz.

Proxy advisory firm Institutional Shareholder Services,

whose recommendations often influence how shareholders vote,

said H Partners failed to make "a compelling case for change"

and urged investors to elect all of the company's directors.

H Partners has criticized the company for declining sales

and a falling stock price and has pushed to replace Zeitz with

an external candidate.

Zeitz is expected to retire this year but has said he would

stay until a replacement was found.

Shares of Harley, valued at $3 billion, have dropped 31%

over the past year as the company struggles to appeal to new

generations of riders. On Wednesday, Harley shares dipped 0.3%

to close at $24.92.

The voting results were first reported by the Wall Street

Journal.