Pep Boys 2008 Annual Report Download - page 16

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such director served, except for Dr. Reid who attended 73%. 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. Scaccetti (chair), Ms. Atkins, Mr. Hotz, Dr. Reid and Mr. Williams 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 12 times during fiscal 2008.
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 and Hudson 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 four times during fiscal 2008.
Operating Efficiency Committee. The Board has appointed a special committee that meets from time-to-time, to
assist management with identifying and realizing opportunities to improve operational performance. The
Committee currently consists of Mr. White (chair), Ms. Atkins and Dr. Reid.
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; and
• 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.
How are candidates identified and evaluated?
Identification. The Nominating and Governance Committee considers all candidates recommended by our
shareholders, directors and senior management on an equal basis. The Nominating and Governance Committee’s
preference is to identify nominees using our own resources, but has the authority to and will engage search firms(s)
as necessary.
Qualifications. The Nominating and Governance Committee evaluates each candidate’s professional
background and experience, judgment and diversity (age, gender, ethnicity, etc.) and his or her independence from