Pep Boys 2013 Annual Report Download - page 15

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Compensation Committee Interlocks and Insider Participation
Messes. Atkins and Weiss 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 directors or compensation committee of any entity that has one or more executive officers
serving as a member of Pep Boys’ Board of Directors or Compensation Committee.
Meetings and Committees of the Board of Directors
The Board of Directors held ten meetings during fiscal 2013. During fiscal 2013, 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. The Board has adopted written charters for each committee that are available for review on our
website, www.pepboys.com. All Committee members are “independent” as defined by the listing standards of the
NYSE.
Audit Committee. Ms. Scaccetti (chair) and Messrs. Hotz, Rosenblatt and Sweetwood 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 nine times during fiscal 2013.
Compensation Committee. Mesess. Atkins (chair) and Weiss and Messrs. 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 six times during
fiscal 2013.
Nominating and Governance Committee. Messrs. Sweetwood (chair), Mr. Mitarotonda and White 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 two times during fiscal 2013.
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.