Pep Boys 2011 Annual Report Download - page 16

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Audit Committee. Ms. Scaccetti (chair), Mr. Hotz, Mr. 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 seven times during fiscal 2011.
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 seven times during fiscal 2011.
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 four times during fiscal 2011.
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
offices within ten days of the date of such public announcement will be considered timely. The shareholder’s notice
must also set forth all of the following information:
•the name and address of the shareholder making the nomination;
•a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the
proposed nominee;
•the name of the proposed nominee;
•the proposed nominee’s principal occupation and employment for the past 5 years;
•a description of any other directorships held by the proposed nominee; and
•a description of all arrangements or understandings between the nominee and any other person or persons
relating to the nomination of, and voting arrangements with respect to, the nominee.
How are candidates identified and evaluated?
Identification. The Nominating and Governance Committee considers all candidates recommended by our
shareholders, directors and senior management on an equal basis. The Nominating and Governance Committee’s
preference is to identify nominees using our own resources, but has the authority to and will engage search firms(s)
as necessary.
Qualifications. The Nominating and Governance Committee evaluates each candidate’s professional background
and experience, judgment and diversity (age, gender, ethnicity and personal experiences) and his or her
independence from Pep Boys. Such qualifications are evaluated against our then current requirements, as expressed
by the full Board and our President & Chief Executive Officer, and the current make up of the full Board.
Evaluations. Candidates are evaluated on the basis of their resume, third party references, public reputation and
personnel interviews. Before a candidate can be recommended to the full Board, such candidate is generally
interviewed by each member of the Nominating and Governance Committee and meets, in person, with at least one