Pep Boys 2011 Annual Report Download - page 9

3
vote such shareholder’s shares with respect to “non-discretionary”items. In the case of non-discretionary items, the
shares will be treated as “broker non-votes.” Shares treated as broker non-votes will be included for purposes of
calculating the presence of a quorum. Otherwise, shares represented by broker non-votes will be treated as shares
not entitled to vote on a proposal.
How many votes are needed to elect directors?
In uncontested elections, a director nominee will only be elected if the number of votes cast “for” the nominee
exceeds the number of votes cast “against” the nominee. This is commonly referred to as a “majority vote.” An
“abstain” vote will have no effect on the outcome of the election,but will be counted for purposes of determining
whether a quorum is present. Under Pennsylvania law, if an incumbent director does not receive a majority vote,
then the incumbent director will continue to serve on the Board of Directors until his or her successor is elected and
qualified. However, an incumbent director who does not receive the required majority vote for re-election is
required to tender a resignation to the Board of Directors. The Board of Directors will then accept or reject the
resignation, or take other appropriate action, based upon the best interests of Pep Boys and our shareholders and will
publicly disclose its decision and rationale within 90 days.
In contested elections, the nominees who receive the most votes cast “for” at the annual meeting will be elected.
How many votes are needed to approve the other matters to be acted on at the meeting?
Each of the other matters must be approved by a majority of the votes cast on such matter. Abstentions are not
considered votes “cast” for matters, and therefore will have no effect on the vote for matters and will not be
considered in determining whether such proposals have received the requisite shareholder vote.
What are the Board of Directors’ recommendations?
Unless you give other directions on your proxy card, the persons named as proxy holders on the proxy card will
vote in accordance with the recommendations of the Board of Directors.
The Board recommends a vote:
•FOR election of the nominated slate of directors.
•FOR the advisory resolution on executive compensation.
•FOR the ratification of the appointment of our independent registered public accounting firm.
•AGAINST the shareholder proposal regarding requiring our executive officers to retain Pep Boys Stock
following the termination of their employment, if presented by its proponent.
We have not received proper notice of, and are not aware of, any other matters to be brought before the meeting.
If any other matters properly come before the meeting, the proxies received will be voted in accordance with the
discretion of the proxy holders named on the proxy card.
A note about certain information contained in this Proxy Statement
Filings made by companies with the SEC sometimes “incorporate information by reference.” This means that the
company is referring you to information that has previously been filed with the SEC and that such information should
be considered part of the filing you are then reading. The Audit Committee Report and the Compensation
Committee Report contained in this Proxy Statement are not incorporated by reference into any other filings with the
SEC.