Pep Boys 2007 Annual Report Download - page 17

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9
director served. The Board of Directors has standing Audit, Human Resources and Nominating and Governance
Committees. All Committee members are “independent” as defined by the listing standards of the NYSE.
Audit Committee. Ms. Atkins (chair), Mr. Hotz, Dr. Reid and Ms. Scaccetti are the current members of the
Audit Committee. The Audit Committee reviews Pep Boys’ consolidated financial statements and makes
recommendations to the full Board of Directors on matters concerning the audits of Pep Boys’ books and records.
The Audit Committee met 14 times during fiscal 2007.
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 seven times during fiscal 2008.
Nominating and Governance Committee. Messrs. Sweetwood (chair), Bassi, Hudson 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 three times during fiscal 2008.
Operational Efficiency Committee. On December 15, 2006, the Board appointed a special committee, that meets
from time-to-time, to assist management with identifying and realizing opportunities to reduce operational costs.
The Committee currently consists of Messrs. Hudson (chair), Leonard, White and Williams.
Real Estate Committee. On December 15, 2006, the Board appointed a special committee, that meets from time-
to-time, to assist management in exploring, and executing against, alternatives for monetizing its real estate assets.
The Committee currently consists of Messrs. Mitarotonda (chair), Hudson and Sweetwood and Ms. Scaccetti.
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
Proxy