Pep Boys 2007 Annual Report Download - page 10

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2
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 18, 2008
record date must be present at the meeting. The presence of such a majority is called a quorum. Since 53,967,613
shares were outstanding on the record date, at least 26,983,807 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. 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 eleven 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
• FOR the ratification of the appointment of our independent registered public accounting firm
• FOR the amendment of our Articles of Incorporation to provide for majority voting in uncontested elections
of Directors
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.
A note about certain information contained in this Proxy Statement
Filings made by companies with the Securities and Exchange Commission (SEC) sometimes “incorporate
information by reference.” This means that the company is referring you to information that has previously been
filed with the SEC and that such information should be considered part of the filing you are then reading. The
Audit Committee Report and the Human Resources Committee Report contained in this Proxy Statement are not
incorporated by reference into any other filings with the SEC.
Proxy