Pep Boys 2008 Annual Report Download - page 9

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3
meeting will be included in determining whether there is a quorum for (Item 1) and (Item 2). A broker non-vote
occurs when a brokerage firm holding a customer’s shares in street name has not received voting instructions from
such customer with respect to a non-routine matter to be voted upon. Accordingly, broker non-votes will not be
counted as present for the purpose of determining whether there is a quorum for (Item 3), (Item 4) and (Item 5).
How many votes are needed to elect directors?
In uncontested elections, a director nominee will only be elected if the number of votes cast “for” the nominee
exceeds the number of votes cast “against” the nominee. This is commonly referred to as a “majority vote.” An
“abstain” vote will have no effect on the outcome of the election, but will be counted for purposes of determining
whether a quorum is present. Broker non-votes, if any, will be counted towards the number of votes cast “for” or
“against” the director nominee, as the case may be, because a director election is considered a routine matter.
Broker non-votes will also be counted for purposes of determining whether a quorum is present. Under
Pennsylvania law, if an incumbent director does not receive a majority vote, then the incumbent director will
continue to serve on the Board of Directors until his or her successor is elected and qualified. However, 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 Pep Boys and our shareholders and will publicly disclose its
decision and rationale within 90 days.
In contested elections, the nominees who receive the most votes cast “for” at the annual meeting will be elected.
How many votes are needed to approve the other matters to be acted on at the meeting?
Each of the other matters must be approved by a majority of the votes cast on such matter. Abstentions and
broker non-votes, if any, are not considered votes “cast” for matters other than the election of directors, and
therefore will have no effect on the vote for matters other than the election of directors and will not be considered in
determining whether such proposals have received the requisite shareholder vote.
What are the Board of Directors’ recommendations?
Unless you give other directions on your proxy card, the persons named as proxy holders on the proxy card will
vote in accordance with the recommendations of the Board of Directors.
The Board recommends a vote:
• FOR election of the nominated slate of directors.
• FOR the ratification of the appointment of our independent registered public accounting firm.
• FOR 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.
• FOR 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.
• AGAINST the shareholder proposal regarding the Company’s reincorporation to North Dakota.
We have not received proper notice of, and are not aware of, any other matters to be brought before the meeting.
If any other matters properly come before the meeting, the proxies received will be voted in accordance with the
discretion of the proxy holders named on the proxy card.
A note about certain information contained in this Proxy Statement
Filings made by companies with the Securities and Exchange Commission (SEC) sometimes “incorporate
information by reference.” This means that the company is referring you to information that has previously been
filed with the SEC and that such information should be considered part of the filing you are then reading. The
Audit Committee Report and the Human Resources Committee Report contained in this Proxy Statement are not
incorporated by reference into any other filings with the SEC.