Pep Boys 2010 Annual Report Download - page 16

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10
Communicating with the Board of Directors. Interested parties should address all communications to the full
Board or an individual director to the attention of our corporate Secretary. Our corporate Secretary reviews all such
communications to determine if they are related to specific products or services, are solicitations or otherwise relate
to improper or irrelevant topics. All such improper communications receive a response in due course. Any
communication directed to an individual director relating solely to a matter involving such director is forwarded to
such director. Any communication directed to an individual director relating to a matter involving both such
director and Pep Boys or the Board of Directors, as a whole, is forwarded to such director and the Chairman of the
Board. The balance of the communications are forwarded to the Chairman of the Board. Except for improper
communications, all interested party communications to the Board of Directors or an individual director received by
the corporate Secretary are kept in confidence from management. These procedures were adopted unanimously by
the independent directors.
Compensation Committee Interlocks and Insider Participation
Ms. Atkins and Messrs. Hotz and Mitarotonda are the current members of our Compensation Committee. None
of these members is or has been an officer or employee of Pep Boys or has any relationship with Pep Boys requiring
disclosure under Item 404 of SEC Regulation S-K. No executive officer of Pep Boys serves as a member of the
board of directors or compensation committee of any entity that has one or more executive officers serving as a
member of Pep Boys’ Board of Directors or Compensation Committee.
Meetings and Committees of the Board of Directors
The Board of Directors held ten meetings during fiscal 2010. During fiscal 2010, each director standing for re-
election attended at least 75% of the aggregate number of meetings held by the Board and all committee(s) on which
such director served. The Board of Directors has standing Audit, Compensation and Nominating and Governance
Committees. All Committee members are “independent” as defined by the listing standards of the NYSE.
Audit Committee. Ms. Scaccetti (chair), 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 eight times during fiscal 2010.
Compensation Committee. Ms. Atkins (chair) and Messrs. Hotz and Mitarotonda are the current members of the
Compensation Committee. The Compensation Committee recommends the compensation structure, components and
levels for all of Pep Boys’ officers. The Compensation Committee met 13 times during fiscal 2010.
Nominating and Governance Committee. Messrs. Sweetwood (chair), Mitarotonda and Reid and Ms. Scaccetti
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 twice during fiscal 2010.
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 Messrs. White (chair), Sweetwood and Williams and Ms. Atkins.
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