Pep Boys 2012 Annual Report Download - page 14

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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 directorsor compensation committee of any entity that has one or more executive officers serving as a
member of Pep Boys’ Board of Directors orCompensation Committee.
Meetings and Committees of the Board of Directors
The Board of Directors held 21 meetings during fiscal 2012. During fiscal 2012, 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, and Mr. White 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 2012.
Compensation Committee. Ms. Atkins (chair) and Mr. Hotz and Mr. 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 nine times during fiscal 2012.
Nominating and Governance Committee. Mr. Sweetwood (chair),Mr. Mitarotonda 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 five times during fiscal 2012.
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 bylaws. 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.