Pep Boys 2013 Annual Report Download - page 17

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12
Share Ownership Guidelines. Each of our non-employee directors is expected to hold shares equal to 4x the
annual director retainer (i.e., $140,000). The share ownership levels may be satisfied through direct share ownership
and/or by holding unvested time-based RSUs and vested “in the money” stock options. Non-employee directors
have five years from their appointment to the Board to achieve their expected ownership level. If in a shortfall
position, (i) a non-employee director may not sell Pep Boys Stock and (ii) all net after-tax shares acquired upon the
exercise of stock options must be retained. All of our non-employee directors are currently in compliance with our
share ownership guidelines.
Certain Relationships and Related Transactions
The Audit Committee, which is comprised of independent directors, has established a written Related Party
Transaction Policy. Such policy provides that to help identify related-party transactions and relationships (i) all
transactions between the Company and another party are reviewed by the Company’s legal and finance departments
prior to the execution of definitive transaction documents and (ii) each director and executive officer completes a
questionnaire that requires the disclosure of any transaction or relationship that the person, or any member of his or
her immediate family, has or will have with the Company. The full Board of Directors reviews and approves,
ratifies or rejects any transactions and relationships of the nature that would be required to be disclosed under Item
404 of Regulation S-K. In reviewing any such related-party transaction or relationship, the Board considers such
information as it deems important to determine whether the transaction is on reasonable and competitive terms and is
fair to the Company. No such relationships or transactions of a nature required to be disclosed under Item 404 of
Regulation S-K currently exist.
Involvement of Certain Legal Proceedings
None of our directors or executive officers are currently involved, or have been involved during the last ten
years, in a legal proceeding of the type required to be disclosed under Item 401 of Regulation S-K.