Pep Boys 2011 Annual Report Download - page 36

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30
(ITEM 2) ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
As required by Section 14A of the Securities Exchange Act, we are seeking advisory shareholder approval of the
compensation of our named executive officers as disclosed in the section of this proxy statement titled
“EXECUTIVE COMPENSATION.” Shareholders are being asked to vote on the following advisory resolution:
Resolved, that the compensation of Pep Boys’ named executive officers, as disclosed pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the
compensation tables and narrative discussion is hereby approved.
The compensation of our named executive officers is based on a design that ties a substantial percentage of an
executive’s compensation to the attainment of financial and other performance measures that, the Compensation
Committee and the full Board believe, promote the creation of long-term shareholder value. As described more fully
in the Compensation Discussion and Analysis, the mix of fixed and performance based compensation, the terms of
our Annual Incentive Bonus Program and long-term incentive awards, as well as the terms of our employment
agreements with the named executive officers, are all designed to enable Pep Boysto attract and maintain top talent
while, at the same time, creating a close relationship between performance and compensation. The Compensation
Committee and the full Board believe that the design of our executive compensation program and the compensation
awarded to named executive officers thereunder, fulfill this objective.
Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement,
which discusses in detail how our compensation program implementsour compensation philosophy.
Although the vote is non-binding, the Compensation Committee and full Board will review the voting results in
connection with their ongoing evaluation of our executive compensation program.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
APPROVAL OF THE FOREGOING ADVISORY RESOLUTION