Pep Boys 2006 Annual Report Download - page 16

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10
Human Resources Committee. Messrs. Bassi (chair), Sweetwood, White and Williams are the current members
of the Human Resources Committee. The Human Resources Committee recommends the compensation for all of
Pep Boys’ officers and serves as the Board’s representative on all human resource matters directly impacting Pep
Boys’ business performance. The Human Resource Committee met four times during fiscal 2006.
Nominating and Governance Committee. Messrs. Sweetwood (chair), Bassi and Mitarotonda are the current
members of the Nominating and Governance Committee. The Nominating and Governance Committee
recommends candidates to serve on the Board and serves as the Board’s representative on all corporate governance
matters. The Nominating and Governance Committee met once during fiscal 2006.
Operational Efficiency Committee. On December 15, 2007, the Board appointed a special committee to assist
management with identifying and realizing opportunities to reduce operational costs. The Committee currently
consists of Messrs. Hudson (chair), Leonard, White and Williams. The Committee met once during fiscal 2006.
Real Estate Committee. On December 15, 2007, the Board appointed a special committee to assist management
with exploring alternatives for monetizing its real estate assets. The Committee currently consists of Messrs.
Mitarotonda (chair), Hudson and Sweetwood and Ms. Scaccetti. The Committee met once during fiscal 2006.
Search Committee. On July 18, 2006, the Board appointed a special committee to conduct a search to identify a
permanent Chief Executive Officer for the Company. The committee consisted of Ms. Atkins and Messrs. Bassi,
Lukens and Mitarotonda. The Committee was disbanded upon the hiring of Mr. Rachor.
Shareholder Rights Plan Committee. On December 14, 2004, the Board appointed a special committee to
periodically consider issues regarding our Shareholder Rights Plan. The Shareholder Rights Plan Committee
currently consists of Ms. Atkins (chair) and Messrs. Hotz, Sweetwood and White. This special committee met once
during fiscal 2006 and once during fiscal 2007.
Can a shareholder nominate a candidate for director?
The Nominating and Governance Committee considers nominees recommended by our shareholders. Written
recommendations should be sent to our offices located at 3111 West Allegheny Avenue, Philadelphia, PA 19132,
Attention: Secretary. The recommendation should state the qualifications of the nominee to be considered.
A shareholder may also nominate candidates to be considered for election as directors at an upcoming
shareholders’ meeting by timely notifying us in accordance with our By-laws. To be timely, a shareholder’s notice
must be received at our principal executive offices not less than 50 nor more than 75 days prior to the date of the
scheduled shareholders’ meeting. If the public announcement of the holding of the shareholders’ meeting was given
less than 65 days prior to the date of such meeting, then a shareholder’s notice received at our principal executive
offices within ten days of the date of such public announcement will be considered timely. The shareholder’s notice
must also set forth all of the following information:
•the name and address of the shareholder making the nomination
•a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the
proposed nominee
•the name of the proposed nominee
•the proposed nominee’s principal occupation and employment for the past 5 years
•a description of any other directorships held by the proposed nominee
•a description of all arrangements or understandings between the nominee and any other person or persons
relating to the nomination of, and voting arrangements with respect to, the nominee