Pep Boys 2008 Annual Report Download - page 7

GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors for use
at this year’s Annual Meeting. The meeting will be held on Wednesday, June 24, 2009, at the Hilton Philadelphia
City Avenue, 4200 City Avenue, Philadelphia, Pennsylvania and will begin promptly at 9:00 a.m.
The Company’s Proxy Statement and 2008 Annual Report are available at www.proxyvote.com.
We are pleased to be using a procedure approved by the Securities and Exchange Commission that allows
companies to furnish their proxy materials to shareholders over the Internet instead of mailing full sets of the printed
materials. We believe that this procedure will reduce costs, provide greater flexibility to our shareholders and
lessen the environmental impact of our Annual Meeting. On or about May 13, 2009, we started mailing to our
shareholders a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability contains
instructions on how to access and read our Proxy Statement and our 2008 Annual Report on the Internet and to vote
online. If you received a Notice of Internet Availability by mail, you will not receive paper copies of the
Proxy Materials in the mail unless you request them. Instead, the Notice of Internet Availability instructs you on
how to access and read the Proxy Statement and Annual Report and how you may submit your proxy over the
Internet. If you would like to receive a printed copy of the materials, please follow the instructions on the Notice of
Internet Availability for requesting the materials, and we will promptly mail the materials to you.
We are mailing to shareholders, or making available to shareholders via the Internet, this Proxy Statement, form
of proxy card, and our 2008 Annual Report on or about May 13, 2009.
What is the purpose of the meeting?
At the meeting, shareholders will vote on:
• The election of directors.
• The ratification of the appointment of our independent registered public accounting firm.
• The amendment and restatement of our Stock Incentive Plan to extend its term through December 31, 2014
and to provide an additional 1,500,000 shares available for award issuances thereunder.
• The approval of the amendment and restatement of our Annual Incentive Bonus Plan to allow certain
amounts paid under the plan to be deductible under section 162(m) of the Internal Revenue Code.
• A shareholder proposal regarding the Company’s reincorporation to North Dakota, if presented by its
proponent.
In addition, we will report on our business operations and will answer questions posed by shareholders.
Who may vote at the meeting?
Common stock is the only class of stock that Pep Boys has outstanding and is referred to in this Proxy Statement
as “Pep Boys Stock.” You may vote those shares of Pep Boys Stock that you owned as of the close of business on
the record date, April 17, 2009. As of the record date, 54,460,471 shares were outstanding. As of the record date,
2,195,270 of the outstanding shares were held by The Pep Boys − Manny, Moe & Jack Flexitrust. This flexible
employee benefits trust was established on April 29, 1994 to fund a portion of our obligations arising from various
employee compensation and benefit plans. Shares held for participating employees under the Flexitrust will be
voted as directed by written instructions from the participating employees.
What are the voting rights of Pep Boys’ shareholders?
Each shareholder is entitled to one vote per share on all matters including in uncontested elections of directors.
In contested elections of directors, elections where the number of nominees exceeds the number of directors to
be elected, each shareholder is entitled to vote cumulatively. Cumulative voting entitles each shareholder to the