Pep Boys 2011 Annual Report Download - page 154

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60 days of March 5, 2012 are considered to be beneficially owned by such person. Unless
otherwise indicated in the footnotes, the person or entity named has sole voting power
and sole dispositive power with respect to all shares indicated.
(2) Unless otherwise indicated the address of each individual listed in this table is c/o The
Pep Boys—Manny, Moe & Jack, Attention: Secretary, 3111 West Allegheny Avenue,
Philadelphia, Pennsylvania 19132.
(3) Information is based on the Schedule 13G/A filed on February 10, 2012 by North Run
Advisors, LLC, North Run GP, LP, North Run Capital, LP, Todd B. Hammer and
Thomas B. Ellis (the ‘‘North Run Reporting Persons’’), which sets forth their beneficial
ownership based on the number of shares of Pep Boys common stock outstanding as of
November 25, 2011. The North Run Reporting Persons have shared voting power and
shared dispositive power with respect to all of the 4,050,000 shares of common stock
beneficially owned by them.
(4) Information is based on the Schedule 13G/A filed on February 10, 2012 by
BlackRock, Inc.
(5) Information is based on the Schedule 13G filed on February 14, 2012 by Dimensional
Fund Advisors LP. Dimensional Fund Advisors LP has sole voting power with respect to
3,982,565 shares of common stock beneficially owned and sole dispositive power with
respect to 4,072,323 shares of common stock beneficially owned.
(6) Information is based on the Schedule 13G filed on February 9, 2012 by The Vanguard
Group, Inc.—23-1945930. The Vanguard Group, Inc.—23-1945930 has sole voting power
with respect to 73,528 shares of common stock beneficially owned, sole dispositive power
with respect to 2,649,448 shares of common stock beneficially owned and shared
dispositive power with respect to 73,528 shares of common stock beneficially owned.
(7) Information is based on the Schedule 13D filed on February 8, 2012 by The Gores
Group, LLC. Pursuant to Section 13(d)(3) of the Securities Act of 1933, BlackRock, Inc.
and/or entities controlled by BlackRock, Inc. and Gores and/or its affiliates may be
considered to be a ‘‘group.’’ The Gores Group, LLC disclaims any membership or
participation in a ‘‘group’’ with BlackRock, Inc. and/or entities controlled by
BlackRock, Inc. and further disclaims beneficial ownership of any shares of common stock
beneficially owned by BlackRock, Inc. and/or entities controlled by BlackRock, Inc.,
including 4,452,170 shares of common stock believed to be beneficially owned by
BlackRock, Inc.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Audit Committee, which is comprised of independent directors, has established a written
Related Party Transaction Policy. Such policy provides that to help identify related-party transactions
and relationships (i) all transactions between the Company and another party are reviewed by the
Company’s legal and finance departments prior to the execution of definitive transaction documents
and (ii) each director and executive officer completes a questionnaire that requires the disclosure of
any transaction or relationship that the person, or any member of his or her immediate family, has or
will have with the Company. The full Board of Directors reviews and approves, ratifies or rejects any
transactions and relationships of the nature that would be required to be disclosed under Item 404 of
Regulation S-K. In reviewing any such related-party transaction or relationship, the Board considers
such information as it deems important to determine whether the transaction is on reasonable and
competitive terms and is fair to the Company. No such relationships or transactions of a nature
required to be disclosed under Item 404 of Regulation S-K currently exist.
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