Pep Boys 2006 Annual Report Download - page 7

GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors for use
at this year’s Annual Meeting. The meeting will be held on Thursday, June 14, 2007, at the Crowne Plaza Hotel
Valley Forge, 260 Mall Boulevard, King of Prussia, Pennsylvania and will begin promptly at 9:00 a.m. This proxy
statement, the foregoing notice and the enclosed proxy card are being sent to shareholders on or about May 2, 2007.
What is the purpose of the meeting?
At the meeting, shareholders will vote on:
•The election of directors
•The ratification of the appointment of our independent registered public accounting firm
•A shareholder proposal regarding our Shareholder Rights Plan, if presented by its proponent
In addition, we will report on our business operations and will answer questions posed by shareholders.
Who may vote at the meeting?
Common stock is the only class of stock that Pep Boys has outstanding and is referred to in this Proxy Statement
as “Pep Boys Stock.” You may vote those shares of Pep Boys Stock that you owned as of the close of business on
the record date, April 13, 2007. As of the record date, 54,349,472 shares were outstanding. As of the record date,
2,195,270 of the outstanding shares were held by The Pep Boys −Manny, Moe & Jack Flexitrust. This flexible
employee benefits trust was established on April 29, 1994 to fund a portion of our obligations arising from various
employee compensation and benefit plans. Shares held for participating employees under the Flexitrust will be
voted as directed by written instructions from the participating employees.
What are the voting rights of Pep Boys’ shareholders?
Each shareholder is entitled to vote cumulatively in the election of directors and to one vote per share on all
other matters. Cumulative voting entitles each shareholder to the number of votes equal to the number of shares
owned by the shareholder multiplied by the number of directors to be elected. Accordingly and without satisfying
any condition precedent, a shareholder may cast all of his votes for one nominee for director or allocate his votes
among all the nominees.
How do I vote before the meeting?
If you complete and sign the enclosed proxy card and return it prior to meeting, your shares will be voted as you
direct. If you sign and return a proxy card prior to the meeting that does not contain instructions, your shares will
be voted:
•FOR election of the nominated slate of directors, subject to the proxies’ discretion to cumulate votes
•FOR the ratification of the appointment of our independent registered public accounting firm
•AGAINST the shareholder proposal regarding our Shareholder Rights Plan
Can I vote at the meeting?
You may vote your shares at the meeting if you or your authorized proxy attends the meeting. Even if you plan
to attend the meeting, we encourage you to vote your shares by proxy by completing, signing and returning the
enclosed proxy card to us prior to the meeting.