Pep Boys 2007 Annual Report Download - page 16

8
Irvin D. Reid1111111Director since December 20071
Dr. Reid, 67, is the President of Wayne State University, an urban research university located in Detroit,
Michigan and sits on the Board of the Federal Reserve Bank of Chicago (Detroit Branch). Mr. Reid serves as a
director of Mack-Cali Realty Corporation and Handleman Corporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
EACH OF THESE NOMINEES FOR DIRECTOR
Corporate Governance
Our Board of Directors’ governance principles are embodied in our corporate Code of Ethics (applicable to all
Pep Boys associates including our executive officers and members of the Board), the Board of Directors Code of
Conduct and the various Board committee charters, all of which are available for review on our website,
www.pepboys.com, or which will be provided in writing, free of charge, to any shareholder upon request to: Pep
Boys, 3111 West Allegheny Avenue, Philadelphia, PA 19132, Attention: Secretary. The information on our
website is not part of this Proxy Statement. References to our website herein are intended as inactive textual
references only.
As required by the New York Stock Exchange (NYSE), promptly following our 2007 Annual Meeting, our
President & CEO certified to the NYSE that he was not aware of any violation by Pep Boys of NYSE corporate
governance listing standards.
Independence. An independent director is independent from management and free from any relationship with
Pep Boys that, in the opinion of the Board, would interfere in the exercise of independent judgment as a director. In
reaching such an opinion, the Board considers, among other factors, the guidelines for independent directors
promulgated by the NYSE. The independence of the outside directors is reviewed annually by the full Board. In
accordance with NYSE guidelines, our Board consists of a majority of independent directors. In fact, all of our
current directors are independent. All Committees of the Board consist entirely of independent directors.
Communicating with the Board of Directors. Interested parties should address all communications to the full
Board or an individual director to the attention of our corporate Secretary. Our corporate Secretary reviews all such
communications to determine if they are related to specific products or services, are solicitations or otherwise relate
to improper or irrelevant topics. All such improper communications receive a response in due course. Any
communication directed to an individual director relating solely to a matter involving such director is forwarded to
such director. Any communication directed to an individual director relating to a matter involving both such
director and Pep Boys or the Board of Directors, as a whole, is forwarded to such director and the Chairman of the
Board. The balance of the communications are forwarded to the Chairman of the Board. Except for improper
communications, all interested party communications to the Board of Directors or an individual director received by
the corporate Secretary are kept in confidence from management. These procedures were adopted unanimously by
the independent directors.
Director Attendance at the Annual Meeting. All Board members are strongly encouraged to attend the
Annual Meeting of Shareholders. All nominees then standing for election attended the 2007 Annual Meeting.
Executive Sessions of the Independent Directors. Our non-executive Chairman, Mr. Leonard, presides over all
such sessions, which are held, at a minimum, immediately following all regularly scheduled Board meetings.
Personal Loans to Executive Officers and Directors. Pep Boys has no personal loans extended to its executive
officers or directors.
Meetings and Committees of the Board of Directors
The Board of Directors held 16 meetings during fiscal 2007. During fiscal 2007, each incumbent director
attended at least 75% of the aggregate number of meetings held by the Board and all committee(s) on which such
Proxy