Pep Boys 2006 Annual Report Download - page 8

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2
Can I change my vote after I return my proxy card?
Yes. You may revoke your proxy at any time prior to its exercise at the meeting by delivering either a written
revocation notice or another signed proxy card with a later date to our corporate Secretary. You may also change
your vote by attending the meeting, requesting that your previously delivered proxy card be revoked and then voting
in person.
How many votes must be present to hold the meeting?
In order to hold the meeting, a majority of the shares of Pep Boys Stock outstanding on the April 13, 2007
record date must be present at the meeting. The presence of such a majority is called a quorum. Since 54,349,472
shares were outstanding on the record date, at least 27,174,736 shares must be present to establish a quorum.
Your shares are counted as present at the meeting if you attend and vote in person or if you properly return a
proxy card. Abstentions will be counted as present for the purpose of determining whether there is a quorum for all
matters to be acted upon at the meeting.
On routine matters, brokers who hold customer shares in "street name" but have not timely received voting
instructions from such customers have discretion to vote such shares. Accordingly, the presence of such votes at the
meeting will be included in determining whether there is a quorum for (Item 1) and (Item 2). A broker non-vote
occurs when a brokerage firm holding a customer’s shares in street name has not received voting instructions from
such customer with respect to a non-routine matter to be voted upon (for example, a shareholder proposal).
Accordingly, broker non-votes will not be counted as present for the purpose of determining whether there is a
quorum for (Item 3).
How many votes are needed to elect directors?
The twelve nominees receiving the highest number of “For” votes will be elected as directors. This is
commonly referred to as a plurality. Shares not voted for a particular director, due to proxy cards marked “withhold
authority,” abstentions or otherwise, will not be counted as voted for the indicated director(s), but will be counted in
determining whether there is a quorum.
How many votes are needed to approve the other matters to be acted on at the meeting?
Each of the other matters must be approved by a majority of the votes cast on such matter.
What are the Board of Directors’ recommendations?
Unless you give other directions on your proxy card, the persons named as proxy holders on the proxy card will
vote in accordance with the recommendations of the Board of Directors.
The Board recommends a vote:
•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
We have not received proper notice of, and are not aware of, any other matters to be brought before the meeting.
If any other matters properly come before the meeting, the proxies received will be voted in accordance with the
discretion of the proxy holders named on the proxy card.