Pep Boys 2009 Annual Report Download - page 43

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by law in order to attract and retain qualified individuals to serve our company and its shareholders. Such
indemnification protections are customary for public companies and those other companies with which we compete
for management and director talent. They allow our officers and directors to perform their functions in the best
interests of our company and our shareholders without fear of liability from frivolous claims and lawsuits. If Mr.
Treumann’s proposal were adopted and our bylaws were amended to remove this voting standard, we would have no
option but to enter into indemnification agreements with each of our officers and directors in order to retain their
services. Providing the indemnification protections through agreements rather than our bylaws would be more
expensive and administratively burdensome to our company.
Pep Boys is committed to good corporate governance and is proud of its RiskMetrics Corporate Governance
Quotient, which indicates that Pep Boys outperforms 97.8% of the Standard & Poor’s 600 Index. Recently, we
further strengthened our corporate governance, by amending our bylaws to give shareholders holding 15% of Pep
Boys Stock the right to call a special meeting. While we have carefully considered Mr. Treumann's proposal and
find it to be well intentioned, as explained above, our charter and bylaws already apply the simple majority voting
standard whenever corporate action is to be taken by vote of our shareholders. With respect to the amendment of our
bylaws, however, we believe that the current voting standard requiring at least a majority of the votes entitled to be
cast more appropriately protects the interests of all of our shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“AGAINST”
THE SHAREHOLDER PROPOSAL REGARDING
THE VOTE REQUIRED TO AMEND OUR BYLAWS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and 10% holders
to file initial reports of ownership and reports of changes in ownership of Pep Boys Stock. Based solely upon a
review of copies of such reports, we believe that during fiscal 2009, our directors, executive officers and 10%
Holders complied with all applicable Section 16(a) filing requirements.
COST OF SOLICITATION OF PROXIES
The expense of the solicitation of the proxies, including the cost of preparing and distributing material, the
handling and tabulation of proxies received and charges of brokerage houses and other institutions in forwarding
such documents to beneficial owners, will be paid by us. In addition to the mailing of the proxy materials,
solicitations may be made in person or by telephone by our directors, officers or employees or independent parties
engaged to solicit proxies.