Pep Boys 2007 Annual Report Download - page 43
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Appendix B
Amendment to Articles of Incorporation
The following Article 7 is proposed to be added to the Amended and Restated Articles of Incorporation of The Pep
Boys – Manny, Moe & Jack:
“7. Election of Directors by the shareholders shall be as follows:
(a) In an election of Directors that is not a contested election, to be elected a nominee must receive the
affirmative vote of a majority of the votes cast with respect to the election of that nominee. An incumbent Director
who does not receive the required majority vote for re-election is required to tender a resignation to the Board of
Directors. The Board of Directors will then accept or reject the resignation, or take other appropriate action, based
upon the best interests of the Company and its shareholders and will publicly disclose its decision and rationale
within 90 days.
(b) In a contested election of Directors, the nominees receiving the highest number of votes up to the number of
Directors to be elected shall be elected. In a contested election of Directors, a shareholder entitled to vote shall have
the right to multiply the number of votes to which he may be entitled by the total number of directors to be elected
in such election and he may cast the whole number of his votes for (but not against) any one nominee or he may
distribute them among two or more nominees.
(c) A “contested election” is an election of Directors in which there are more nominees for election than the
number of Directors to be elected and one or more of the nominees has been properly proposed by the
shareholders.”
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