UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
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THE PEP BOYS - MANNY, MOE & JACK

3111 West Allegheny Avenue

Philadelphia, Pennsylvania 19132

LETTER TO OUR SHAREHOLDERS

In 1921, our founders, Manny, Moe & Jack, started our company and pioneered the automotive aftermarket with a commitment to “treat our customers as we should like to be treated ourselves.”  As we turn the page to 2013, we are driven by that very same principle.  We are using information gathered from our 20 million Rewards customers to better understand how we can exceed our customers’ expectations.   We have identified target customer segments that we believe provide us with the greatest opportunity for success.  And we are sharpening our focus on the experience that we believe these customer segments desire, but cannot currently find in the automotive aftermarket.

It begins with our associates and working with them on how to build long-term relationships with our customers, rather than simply addressing their immediate purchase need.  Our associates are learning how to first build the kind of rapport with customers that not only leads to great satisfaction with the current transaction, but will lead to customers choosing Pep Boys for all of their automotive needs in the future. We have reinforced our commitment to our customers to: be friendly; do it right; keep our promises; and show compassion.

We will continue to bring existing and new customers to our stores with an innovative mix of broad reach, digital, direct and local marketing campaigns. Based on our marketing efforts in recent years, customers understand the breadth and depth of the automotive services and products that we offer and our value proposition.  We will now build on that base of understanding and shift our brand positioning to more customer service oriented messaging.

At our stores, customers will continue to be able to satisfy all of their automotive needs through our unique offering of service, tires, parts, accessories and knowledge. Our full service capabilities, ASE (Automotive Service Excellence) certified technicians and broad assortment of branded and private label products provide us with a competitive advantage over other automotive service providers. The size of our Supercenters also allows us to provide the highest level of replacement parts coverage and the broadest range of maintenance, performance and appearance products and accessories in the industry.

Recently, we began testing a new market concept that we call “The Road Ahead” in Tampa, Florida. Designed around the shopping habits of our target customer segments, this concept enhances the entire store experience - our people, our product assortment, the exterior and interior look and feel of the store, and our associated marketing programs.  The goal is to learn how we can succeed in attracting more customers from the targeted segments, and earn a greater share of their annual spend in the automotive aftermarket.

At the same time, we will continue to grow our footprint through both new physical locations and an expanded on-line presence. Our Service & Tire Centers and our e-SERVE digital platform are designed to make it easier for our targeted customers to develop a relationship with Pep Boys.

While 2012 began with the uncertainty of a potential go-private transaction, that is now behind us. We used the settlement proceeds and the excess cash we have generated from operations to reduce our debt and settle our pension liability, thereby further strengthening our balance sheet. We also strengthened our senior leadership team by adding a Chief Customer Officer to guide our strategic development, a Chief Financial Officer focused on operational analytics and, importantly, a new store leader with a strong background in delivering world-class customer service. Together, we have identified our target customer segments and are educating our associates on how to deliver the experience that our customers deserve and expect.

Thank you for continued belief in The Pep Boys - Manny, Moe & Jack, and for investing in our bright future.

Michael R. Odell

President & Chief Executive Officer

April 26, 2013

THE PEP BOYS - MANNY, MOE & JACK

3111 West Allegheny Avenue

Philadelphia, Pennsylvania 19132

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our Shareholders:

It is our pleasure to invite you to Pep Boys 2012 Annual Meeting of Shareholders.  This year’s meeting will be held on Wednesday, June 12, 2013, at Pep Boys’ Store Support Center located at 3111 West Allegheny Avenue, Philadelphia, Pennsylvania.  The meeting will begin promptly at 9:00 a.m.

At the meeting, shareholders will act on the following matters:

(Item 1)The election of the full Board of Directors for a one-year term.

(Item 2)An advisory resolution on executive compensation.

(Item 3)The ratification of the appointment of our independent registered public accounting firm.

The shareholders will also consider any other business that may properly come before the meeting.  The attached proxy statement provides further information about the matters to be acted on at the meeting.  All shareholders of record at the close of business on Friday, April 5, 2013 are entitled to vote at the meeting and any postponements or adjournments.  Your vote is important to us.  Please vote as soon as possible in one of the following ways:

·By Internet by visiting the website shown on your Notice of Internet Availability of Proxy Materials or proxy card.

·By telephone by calling the toll-free telephone number shown on your Notice of Internet Availability of Proxy Materials or proxy card.

·By mail, if you requested printed proxy materials, by returning the proxy card in the postage-paid envelope provided.

·By following the instructions on your proxy materials if your shares are held in the name of your bank, broker or other holder of record.

Whether or not you plan to attend the meeting, please make sure that your shares are represented by voting in advance of the meeting using one of these methods.

Brian D. Zuckerman

Secretary

April 26, 2013

THE PEP BOYS - MANNY, MOE & JACK

3111 West Allegheny Avenue

Philadelphia, Pennsylvania 19132

PROXY STATEMENT

TABLE OF CONTENTS

GENERAL INFORMATION	1
SHARE OWNERSHIP	4
(ITEM 1) ELECTION OF DIRECTORS	6
What is the makeup of the Board of Directors?	6
Nominees for Election	6
Corporate Governance	8
Compensation Committee Interlocks and Insider Participation	10
Meetings and Committees of the Board of Directors	10
Can a shareholder nominate a candidate for director?	10
How are candidates identified and evaluated?	11
How are directors compensated?	11
Director Compensation Table	11
Certain Relationships and Related Transactions	12
Involvement in Certain Legal Proceedings	12
Report of the Audit Committee of the Board of Directors	13
Independent Registered Public Accounting Firm’s Fees	14
EXECUTIVE COMPENSATION	15
Compensation Discussion and Analysis	15
Compensation Committee Report	22
Summary Compensation Table	23
Grants of Plan Based Awards	25
Outstanding Equity Awards at Fiscal Year-End Table	26
Option Exercises and Stock Vested Table	27
Pension Plans	27
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans	27
Employment Agreements with the Named Executive Officers	28
Potential Payments upon Termination or Change of Control	29
(ITEM 2) ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	30
(ITEM 3) PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCCOUNTING FIRM	31
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	32
COST OF SOLICITATION OF PROXIES	32
PROPOSALS OF SHAREHOLDERS	32
ANNUAL REPORT ON FORM 10-K	33

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors for use at this year’s Annual Meeting.  The meeting will be held on Wednesday, June 12, 2013, at the Pep Boys’ Store Support Center located at 3111 West Allegheny Avenue, Philadelphia, Pennsylvania and will begin promptly at 9:00 a.m.

The Company’s Proxy Statement and 2012 Annual Report are available at www.proxyvote.com.

We are pleased to be using a procedure approved by the Securities and Exchange Commission (SEC) that allows companies to furnish their proxy materials to shareholders over the Internet instead of mailing full sets of the printed materials.  We believe that this procedure reduces costs, provides greater flexibility to our shareholders and reduces the environmental impact of our Annual Meeting.  On or about April 26, 2013, we started mailing to our shareholders a Notice of Internet Availability of Proxy Materials.   The Notice of Internet Availability contains instructions on how to access and read our Proxy Statement and our 2012 Annual Report on the Internet and to vote online.   If you received a Notice of Internet Availability by mail, you will not receive paper copies of the Proxy Materials in the mail unless you request them.  Instead, the Notice of Internet Availability instructs you on how to access and read the Proxy Statement and Annual Report and how you may submit your proxy over the Internet.  If you would like to receive a printed copy of the materials, please follow the instructions on the Notice of Internet Availability for requesting the materials, and we will promptly mail the materials to you.

We are mailing to shareholders, or making available to shareholders via the Internet, this Proxy Statement, form of proxy card, and our 2012 Annual Report on or about April 26, 2013.

What is the purpose of the meeting?

At the meeting, shareholders will vote on:

·The election of directors.

·An advisory resolution on executive compensation.

·The ratification of the appointment of our independent registered public accounting firm.

In addition, we will answer questions posed by shareholders.

Who may vote at the meeting?

Common stock is the only class of stock that Pep Boys has outstanding and is referred to in this Proxy Statement as “Pep Boys Stock.”  You may vote those shares of Pep Boys Stock that you owned as of the close of business on the record date, April 5, 2013.  As of the record date, 53,192,530 shares were outstanding.

What are the voting rights of Pep Boys’ shareholders?

Each shareholder is entitled to one vote per share on all matters including in uncontested elections of directors.

In contested elections of directors, elections where the number of nominees exceeds the number of directors to be elected, each shareholder is entitled to vote cumulatively.  Cumulative voting entitles each shareholder to the number of votes equal to the number of shares owned by the shareholder multiplied by the number of directors to be elected.  Accordingly and without satisfying any condition precedent, a shareholder may cast all of his votes for one nominee for director or allocate his votes among all the nominees.

How do I vote?

You may vote using any of the following methods:

·Internet.  You may vote your shares by the Internet.  You will need the control number printed on your Notice of Internet Availability, on your proxy card or in the instructions that accompany your proxy materials, as applicable.  The web site for Internet voting is also listed on your Notice of Internet Availability, on your proxy card and in the instructions that accompany your proxy materials.  Internet voting is available 24 hours a day and will be accessible until 11:59 P.M. Eastern Time on June 11, 2013.  You will be able to confirm that the system has properly recorded your vote.  If you vote via the Internet, you do NOT need to return a proxy card or voting instruction form.

·Telephone.  If located in the United States or Canada, you can vote your shares by telephone by calling the toll-free telephone number printed on your Notice of Internet Availability, on your proxy card or in the instructions that accompany your proxy materials, as applicable, and following the recorded instructions.  You will need the control number printed on your Notice of Internet Availability, on your proxy card or in the instructions that accompany your proxy materials, as applicable.  Telephone voting is available 24 hours a day and will be accessible until 11:59 P.M. Eastern Time on June 11, 2013.   You will be able to confirm that the system has properly recorded your vote.  If you vote by telephone, you do NOT need to return a proxy card or voting instruction form.

·Mail.  If you received printed copies of the proxy materials by mail, you can vote by mail.  Simply complete and sign the proxy card and return it in the postage-paid envelope included in the materials.  If you hold your shares through a bank or brokerage account, please complete and mail the voting instruction form in the envelope provided.

·Ballot at the Annual Meeting.  You may vote your shares at the meeting if you or your authorized proxy attends the meeting.  Even if you plan to attend the meeting, we encourage you to vote your shares by proxy using one of the foregoing methods.

Your shares will be voted as you direct.  If you submit your proxy, but fail to provide specific instructions on any matter, your shares will be voted as recommended by the Board of Directors.

Can I change my vote after I submit my proxy?

Yes.  You may revoke your proxy at any time prior to its exercise at the meeting by (i) providing a later dated vote by Internet or telephone, (ii) delivering either a written revocation notice or another signed proxy card with a later date to our corporate Secretary or (iii) attending the meeting, requesting that your previously delivered proxy be revoked and then voting in person.

How many votes must be present to hold the meeting?

In order to hold the meeting, a majority of the shares of Pep Boys Stock outstanding on the April 5, 2013 record date must be present at the meeting.  The presence of such a majority is called a quorum.  Since 53,192,530 shares were outstanding on the record date, at least 26,596,266 shares must be present to establish a quorum.

Your shares are counted as present at the meeting if you attend and vote in person or if you properly return a proxy card.  Abstentions will be counted as present for the purpose of determining whether there is a quorum for all matters to be acted upon at the meeting.

If a shareholder is the beneficial owner of shares held in “street name” by a bank or brokerage firm, such bank or brokerage firm, as the record holder of the shares, is required to vote those shares in accordance with such shareholder’s instructions.  If the shareholder does not give instructions to such bank or brokerage firm, it will nevertheless be entitled to vote the shares with respect to certain “discretionary” items, but will not be permitted to 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

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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.

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.

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SHARE OWNERSHIP

Who are Pep Boys’ largest shareholders?

Based on a review of filings with the SEC, the following table provides information about those shareholders that beneficially own more than 5% of the outstanding shares of Pep Boys Stock.

Name	Number of Shares Owned	Percent of Outstanding Shares
GAMCO Investors, Inc. One Corporate Center Rye, NY 10580(a)	6,172,244	11.6	%
BlackRock, Inc. 40 East 52nd Street New York, NY 10022(b)	4,047,211	7.6	%
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746(c)	4,021,815	7.6	%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355(d)	3,067,591	5.8	%

(a)Based upon information disclosed in a Schedule 13D/A filed on January 2, 2013.

(b)Based upon information disclosed in a Schedule 13G/A filed on February 8, 2013.

(c)Based upon information disclosed in a Schedule 13G/A filed on February 11, 2013.  Dimensional Fund Advisers LP disclaims beneficial ownership of such shares.

(d)Based upon information disclosed in a Schedule 13G/A filled on February 11, 2013.

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How many shares do Pep Boys’ directors and executive officers own?

The following table shows how many shares our directors and executive officers named in the Summary Compensation Table beneficially owned on July 13, 2012.  The business address for each of such individuals is 3111 West Allegheny Avenue, Philadelphia, PA 19132.

Name	Number of Shares Owned(a)	Percent of Outstanding Shares
Michael R. Odell	752,779	1.4	%
James A. Mitarotonda(b)	589,591	1.1	%
Scott A. Webb	176,740	+
Nick White	109,036	+
Joseph A. Cirelli	101,760	+
Robert H. Hotz	90,582	+
Jane Scaccetti	76,782	+
John T. Sweetwood	70,915	+
M. Shân Atkins	62,822	+
David R. Stern	20,161	+
Thomas J. Carey	7,568	+
Raymond L. Arthur(c)	85,188	+
William E. Shull III(d)	27,254	+
Directors and executive officers as a group (13 people)	2,238,837	4.1	%

+Represents less than 1%.

(a)Includes shares for which the named person has sole voting and investment power and non-voting interests including restricted stock units and deferred compensation accounted for as Pep Boys Stock.  Also includes shares that can be acquired through stock option exercises through June 5, 2013:  Odell — 563,679; Mitarotonda — 31,389 ; Webb — 89,783; White — 31,344; Cirelli — 42,917; Hotz — 38,367; Scaccetti — 30,867; Sweetwood — 30,867; Atkins — 30,867; and as a group — 991,664.

(b)Mr. Mitarotonda is the sole stockholder and director of LNA Capital Corp., which is the general partner of Barington Capital Group, L.P., which is the majority member of Barington Companies Investors, LLC (“Barington Investors”).  Barington Investors is the general partner of Barington Companies Equity Partners, L.P. (“Barington”).  Barington beneficially owns 534,465 shares of Pep Boys Stock.   Mr. Mitarotonda disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

(c)Mr. Arthur’s ownership is reported as of June 29, 2012, the last day of his employment with Pep Boys.

(d)Mr. Shull’s ownership is reported as of September 3, 2012, the last day of his employment with Pep Boys.

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(ITEM 1)     ELECTION OF DIRECTORS

What is the makeup of the Board of Directors?

Our Board of Directors currently consists of nine members, eight non-management directors and our President & Chief Executive Officer.  All of our current directors have been nominated for re-election.

Nominees for Election

The Board of Directors proposes that the following nominees be elected.  If elected, each nominee will serve a one-year term expiring at the 2014 Annual Meeting and until such director’s successor has been duly elected and qualified.  Each of the nominees has consented to serve, if elected.  Unless contrary instructions are given, the proxy holders named on the enclosed proxy card will vote for the election of these nominees.  If any nominee becomes unavailable to serve as a director, the proxy holders will vote for the election of any substitute nominee designated by the Board.

The nominees standing for election are:

Jane ScaccettiDirector since 2002

Ms. Scaccetti, 59, a CPA, is the Chief Executive Officer of Drucker & Scaccetti PC, a public accounting and business advisory firm, of which she has been a principal since 1990.  Jane also serves as a trustee of Temple University and Salus University, Chair of the Board of Temple University Health Systems and a Director of Temple University Hospital.  Ms. Scaccetti’s financial expertise, public-company director experience, familiarity with Pep Boys’ business garnered through her tenure as a Director and diversity were the primary qualifications resulting in her nomination for re-election.

John T. SweetwoodDirector since 2002

Mr. Sweetwood, 65, is a principal and the President of Woods Investment, LLC, a private real estate investment firm.  From 1995 through 2002, Mr. Sweetwood served as an officer, and ultimately as President of The Americas, of Six Continents Hotels (currently, Intercontinental Hotels Group), a division of Six Continents PLC (currently IHG PLC) that operates hotels under the InterContinental, Crown Plaza, Holiday Inn and other brands.   Mr. Sweetwood’s marketing and service industry expertise, together with his familiarity with Pep Boys’ business garnered through his tenure as a Director were the primary qualifications resulting in his nomination for re-election.

M. Shân AtkinsDirector since 2004

Ms. Atkins, 56, a CPA and Chartered Accountant, is Managing Director of Chetrum Capital LLC, a private investment firm.  From 1996 through 2001, Ms. Atkins served as an officer, and ultimately as Executive Vice President — Strategic Initiatives, of Sears Roebuck & Co.  Ms. Atkins currently serves as a director of Spartan Stores, Inc., Tim Hortons Inc. and True Value Hardware Company  Ms. Atkins’ retail industry, operations, strategic planning and financial expertise, public-company director experience, familiarity with Pep Boys’ business garnered through her tenure as a Director and diversity were the primary qualifications resulting in her nomination for re-election.

Robert H. HotzDirector since 2005 and Chairman of the Board since 2011

Mr. Hotz, 68, is Senior Managing Director, Co-Head of Investment Banking, a member of the Operating Committee and Co-Chairman of Houlihan Lokey Howard & Zukin, Inc, where he has been employed since 2002.  Mr. Hotz currently serves as a director of Universal Health Services, Inc.   Mr. Hotz’ financial, M&A and regulatory expertise, public-company director experience and familiarity with Pep Boys’ business garnered through his tenure as a Director were the primary qualifications resulting in his nomination for re-election.

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James A. MitarotondaDirector since 2006

Mr. Mitarotonda, 58, is the Chairman of the Board, President and Chief Executive Officer of Barington Capital Group, L.P., an investment firm that he co-founded in 1991.  Mr. Mitarotonda is also Chairman of the Board, President and Chief Executive Officer of Barington Companies Investors, LLC, the general partner of Barington Companies Equity Partners, L.P., a small and mid-capitalization value fund.  Mr. Mitarotonda currently serves as a director of A. Schulman, Inc., and, during the past five years, served as a director of Ameron International, Inc., Griffon Corporation, Gerber Scientific, Inc. and Sielox, Inc. (formerly Dynabazaar, Inc.).  Mr. Mitarotonda’s status as a significant shareholder, financial and corporate governance expertise, experiences as a chief executive officer, public-company director experience and familiarity with Pep Boys’ business garnered through his tenure as a Director and former Chairman of the Board were the primary qualifications resulting in his nomination for re-election.

Nick WhiteDirector since 2006

Mr. White, 68, is President and Chief Executive Officer of White & Associates, a management consulting firm that he founded in 2000.  From 1973 through 2000, Mr. White held numerous executive and management level positions with Wal-Mart Stores, Inc., including Executive Vice President and General Manager of the Supercenter division from 1990 to 2000 and Executive Vice President and General Manager of Sam’s Wholesale Club from 1985 through 1989.   Mr. White currently serves as a director of Dillard’s, Inc and, during the past five years, served as a director of Gold Toe Corporation, Oneida Ltd. and Playtex Products, Inc.  Mr. White’s retail industry, operations and merchandising expertise, public-company director experience and familiarity with Pep Boys’ business garnered through his tenure as a Director were the primary qualifications resulting in his nomination for re-election.

Michael R. OdellDirector since 2008

Mr. Odell, 49, has been our Chief Executive Officer since September 22, 2008, and was designated with the additional title of President in June 2010.  He joined Pep Boys in September 2007 as Executive Vice President—Chief Operating Officer, after having most recently served as the Executive Vice President and General Manager of Sears Retail & Specialty Stores.  Mr. Odell joined Sears in its finance department in 1994 where he served until he joined Sears operations team in 1998. There he served in various executive operations positions of increasing seniority, including as Vice President, Stores—Sears Automotive Group.  Mr. Odell currently serves as a Director of Meritage Homes Corp.  Mr. Odell’s position as our President & Chief Executive Officer and his automotive aftermarket, retail industry, service industry, operations and financial expertise were the primary qualifications resulting in his nomination for re-election.

Robert RosenblattDirector since March 2013

Mr. Rosenblatt, 55, is the President of ideeli Inc., a members-only e-retailer that sells women’s fashion and décor items in limited-time sales, and has been Chief Executive Officer of Rosenblatt Consulting, LLC, a retail consulting firm, since its founding in 2006.  He has over 25 years of retail experience, including with Tommy Hilfiger, HSN (formerly the Home Shopping Network) and Bloomingdale’s.  Mr. Rosenblatt’s retail industry, operations, e-commerce and financial expertise were the primary qualifications resulting in his nomination for re-election.

Andrea M. WeissDirector since March 2013

Ms. Weiss, 57, has been President and Chief Executive Officer of Retail Consulting, Inc., a boutique consulting practice focused on product and brand development, consumer contact strategies, operational improvements and turnarounds, since its founding in 2002.  Ms. Weiss has years of specialty retail experience, including with dELiA*s, The Limited, Intimate Brands, Guess, and Ann Taylor Stores.   Ms. Weiss currently serves as a Director of Chico’s,

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Inc., Cracker Barrel Old Country Store, Inc. and Nutrisystem, Inc.  Ms. Weiss’ retail industry, operations, marketing and consumer branding expertise, public-company director experience and diversity were the primary qualifications resulting in her nomination for re-election.

Messrs. Mitarotonda and White were originally appointed to the Board pursuant to the terms of an agreement between the Company and a group of investors led by Barington Capital Group, L.P.  Such agreement has since expired.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

“FOR”

EACH OF THESE NOMINEES FOR DIRECTOR

Corporate Governance

Our Board of Directors’ governance principles are embodied in our corporate Code of Ethics (applicable to all Pep Boys associates including our executive officers and members of the Board), the Board of Directors Code of Conduct and the various Board committee charters, all of which are available for review on our website, www.pepboys.com, or which will be provided in writing, free of charge, to any shareholder upon request to: Pep Boys, 3111 West Allegheny Avenue, Philadelphia, PA 19132, Attention: Secretary.  The information on our website is not part of this Proxy Statement.  References to our website herein are intended as inactive textual references only.

NYSE Listing Standards.  As required by the New York Stock Exchange (NYSE), promptly following our 2012 Annual Meeting, our President & Chief Executive Officer certified to the NYSE that he was not aware of any violation by Pep Boys of NYSE corporate governance listing standards.

Diversity.  While the Board has not adopted a formal diversity policy, in accordance with the Board’s Code of Conduct, the Nominating and Governance Committee annually reviews with the full Board, the appropriate skills and characteristics required of Directors and nominees in the context of the current make-up of the Board, including diversity of age, gender, ethnicity and personal experiences.

Independence.  An independent director is independent from management and free from any relationship with Pep Boys that, in the opinion of the Board, would interfere in the exercise of independent judgment as a director.  In reaching such an opinion, the Board considers, among other factors, the guidelines for independent directors promulgated by the NYSE.  The independence of the outside directors is reviewed annually by the full Board.  In accordance with NYSE guidelines, our Board consists of a majority of independent directors.  In fact, all of our current directors, except our President & Chief Executive Officer, Mr. Odell, are independent.  All Committees of the Board consist entirely of independent directors.

Executive Sessions of the Independent Directors.  Our non-executive Chairman, Mr. Hotz, presides over all such sessions, which are held, at a minimum, immediately following all regularly scheduled Board meetings.

Board Leadership Structure and Role in Risk Oversight.  Pep Boys currently separates the roles of Chairman of the Board and Chief Executive Officer.  The Board believes that the separation of these roles allows the President & Chief Executive Officer to focus his efforts primarily on the successful short and long-term operations of the Company for the benefit of all its constituents, while allowing the Chairman of the Board to manage the operation of the Board in its oversight of the President & Chief Executive Officer and Pep Boys’ strategic direction.

Pep Boys has adopted an enterprise risk oversight program pursuant to which management, lead by Pep Boys’ Chief Financial Officer and General Counsel, together with the Audit Committee identifies the most significant risks faced by the Company.  On a quarterly basis, management assesses the status of these risks and the Company’s mitigation efforts against them, which are reported in writing to the full Board and discussed in detail with the Audit Committee and in summary fashion with the full Board.

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Compensation Policies and Practices Risk.  In connection with its annual review of Pep Boys’ compensation policies and practices, our Compensation Committee of the Board of Directors, together with senior management and the Compensation Committee’s independent executive compensation consultant, considered whether any of our compensation policies and practices has the potential to create risks that are reasonably likely to have a material adverse effect on Pep Boys.  The Compensation Committee considered the risk profile of our business and the design and structure of our compensation policies and practices.  We concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on Pep Boys based on the following:

·Pep Boys is not engaged in speculative activities that have the potential for creating unusual gains or losses.

·Our base salaries, retirement benefits, perquisites and generally available benefit programs create little, if any, risk to Pep Boys.

·Except as provided below, all of our management employees who receive short-term incentive-based compensation do so pursuant to the terms of our shareholder approved Annual Incentive Bonus Plan.  The bonus targets under such plan for Officer’s are entirely based, and for middle-management are primarily based, upon the achievement of stated corporate-level financial objectives, which are in alignment with our overall business plan.  In particular, we do not place disproportionate weight on any one metric, do not include an inordinate amount of metrics, reasonably leverage the selected metrics and employ features to mitigate risks, including limitations on annual cash payouts.  Accordingly, we do not believe that the structure of the Annual Incentive Bonus Plan encourages associates to take risks that are reasonably likely to have a material adverse effect on Pep Boys.  (The aforementioned exception is for store level associates who have a separate bonus program and whose bonus compensation, individually or in the aggregate, is of an amount that creates little, if any, risk to Pep Boys.)

·Our long-term incentive-based compensation is granted in the form of equity awards, which are subject to time-based and performance-based vesting that is aligned to our corporate objective of creating value for our shareholders.  The nature of such awards discourages short-term risk taking.  In addition, our officers are subject to substantial share ownership requirements, thereby reinforcing their focus on Pep Boys’ long-term success.

·We believe that our mix of fixed compensation and “at risk” compensation does not encourage inappropriate risk-taking by our associates.

Personal Loans to Executive Officers and Directors.  Pep Boys has no personal loans extended to its executive officers or directors.

Director Attendance at the Annual Meeting.     All Board members are expected encouraged to attend the Annual Meeting of Shareholders.  All nominees then standing for election attended the 2012 Annual Meeting.

Communicating with the Board of Directors.  Interested parties should address all communications to the full Board or an individual director to the attention of our corporate Secretary.  Our corporate Secretary reviews all such communications to determine if they are related to specific products or services, are solicitations or otherwise relate to improper or irrelevant topics.  All such improper communications receive a response in due course.  Any communication directed to an individual director relating solely to a matter involving such director is forwarded to such director.   Any communication directed to an individual director relating to a matter involving both such director and Pep Boys or the Board of Directors, as a whole, is forwarded to such director and the Chairman of the Board.  The balance of the communications are forwarded to the Chairman of the Board.  Except for improper communications, all interested party communications to the Board of Directors or an individual director received by the corporate Secretary are kept in confidence from management.  These procedures were adopted unanimously by the independent directors.

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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 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 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.

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How are candidates identified and evaluated?

Identification.  The Nominating and Governance Committee considers all candidates recommended by our shareholders, directors and senior management on an equal basis.  The Nominating and Governance Committee’s preference is to identify nominees using our own resources, but has the authority to and will engage search firms(s) as necessary.

Qualifications.  The Nominating and Governance Committee evaluates each candidate’s professional background and experience, judgment and diversity (age, gender, ethnicity and personal experiences) and his or her independence from Pep Boys.  Such qualifications are evaluated against our then current requirements, as expressed by the full Board and our President & Chief Executive Officer, and the current make up of the full Board.

Evaluations.  Candidates are evaluated on the basis of their resume, third party references, public reputation and personnel interviews.  Before a candidate can be recommended to the full Board, such candidate is generally interviewed by each member of the Nominating and Governance Committee and meets, in person, with at least one member of the Nominating and Governance Committee, the Chairman of the Board and the President & Chief Executive Officer.

How are directors compensated?

Cash Retainer.  Each non-management director (other than the Chairman of the Board) receives an annual cash retainer of $35,000.  Our Chairman of the Board receives an annual director’s fee of $100,000.

Committee Compensation.  Directors serving on our committees (other than the Chairman of the Board) also receive the following annual cash fees.

	Chair		Member
Audit	$	20,000	$	12,000
Compensation	$	15,000	$	7,500
Nominating and Governance	$	10,000	$	5,000

Equity Grants.  Our 2009 Stock Incentive Plan provides for an annual equity grant having an aggregate value of $55,000 to non-management directors.  The Stock Incentive Plan is administered, interpreted and implemented by the Compensation Committee.

The following table details the compensation paid to non-employee directors during the fiscal year ended February 2, 2013.

Director Compensation Table

Name	Fees Earned or Paid in Cash ($)	Equity Awards ($)	Total ($)
M. Shân Atkins	50,000	55,000	105,000
Robert H. Hotz	100,000	55,000	155,000
James A. Mitarotonda	47,500	55,000	102,500
Jane Scaccetti	60,000	55,000	115,000
John T. Sweetwood	45,000	55,000	100,000
Nick White	41,000	55,000	96,000
Irvin D. Reid(1)	39,000	—	39,000
James A. Williams(1)	35,250	—	35,250

(1) Messrs. Reid and Williams retired from our Board on September 12, 2012.

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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 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.

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Report of the Audit Committee of the Board of Directors

The Audit Committee reviews Pep Boys’ financial statements and makes recommendations to the full Board of Directors on matters concerning the audits of Pep Boys’ books and records.  Each committee member is “independent” as defined by the listing standards of the New York Stock Exchange.  Ms. Scaccetti (chair), Mr. Hotz, and Mr. White are the current members of the Audit Committee.  Ms. Scaccetti has been designated by the full Board as an Audit Committee Financial Expert as defined by SEC regulations.  A written charter adopted by the full Board governs the activities of the Audit Committee.  The charter is reviewed, and when necessary revised, annually.

Management has primary responsibility for Pep Boys’ internal accounting controls and financial reporting process.  The independent registered public accounting firm is responsible for performing an independent audit of Pep Boys’ consolidated financial statements and internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and to issue a report as a result of such audits.   The Audit Committee’s responsibility is to monitor and oversee these processes.  The Audit Committee serves as a focal point for communication among the Board of Directors and its committees, the independent registered public accounting firm, management and Pep Boys’ internal audit function, as the respective duties of such groups, or their constituent members, relate to Pep Boys’ financial accounting and reporting and to its internal controls.

In this context, the Audit Committee reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm.  These discussions included the matters required to be discussed by Statement on Auditing Standards No. 61, as amended and adopted by the Public Company Accounting Oversight Board (Communication with Audit Committees).  The Audit Committee also reviewed and discussed with management, the internal auditors and the independent registered public accounting firm, management’s report, and the independent registered public accounting firm’s attestation, on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee also discussed with the independent registered public accounting firm its independence from Pep Boys and its management, including the written disclosures submitted to the Audit Committee by the independent registered public accounting firm as required by the Public Company Accounting Oversight Board.

Based upon the discussions and reviews referred to above, the Audit Committee, as then constituted, recommended that the Board of Directors include the audited consolidated financial statements and management’s report on internal control over financial reporting in Pep Boys’ Annual Report on Form 10-K for the fiscal year ended February 2, 2013 filed with the SEC.

This report is submitted by: Jane Scaccetti; Robert H. Hotz; and Nick White.

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Independent Registered Public Accounting Firm’s Fees

The following table summarizes the aggregate fees billed to us by our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates.

Fiscal Year	2012		2011
Audit Fees	$	1,361,850	$	1,475,383
Audit-Related Fees	80,750		0
Tax Fees	74,442		$	66,140
All Other Fees	0		0
Total	$	1,517,042	$	1,541,523

Audit Fees.  Audit Fees billed in fiscal 2012 and fiscal 2011 were for (i) the audit of our annual financial statements, (ii) the audit of our internal control over financial reporting, (iii) the reviews of our quarterly financial statements and (iv) comfort letters, statutory and regulatory audits, consents and other services related to SEC matters.

Audit-Related Fees.  Audit-Related Fees billed in fiscal 2012 were for services provided in connection with our proposed go-private transaction and term loan refinancing and the use of Deloitte’s proprietary accounting research tool.

Tax Fees.  Tax Fees billed in fiscal 2012 and 2011 were for of tax compliance services in connection with tax audits and appeals.

The Audit Committee annually engages Pep Boys’ independent registered public accounting firm and pre-approves, for the following fiscal year, their services related to the annual audit and interim quarterly reviews of Pep Boys’ financial statements and all reasonably-related assurance and services.  All non-audit services are considered for approval by the Audit Committee on an as-requested basis by Pep Boys.  For fiscal 2012, the Audit Committee discussed the non-audit services with Deloitte & Touche LLP and management to determine that they were permitted under the rules and regulations concerning the independence of independent registered public accounting firms promulgated by the SEC and the American Institute of Certified Public Accountants.  Following such discussions, the Audit Committee determined that the provision of such non-audit services was compatible with maintaining Deloitte & Touche LLP’s independence.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section, we discuss and analyze Pep Boys’ executive compensation program, which we believe links pay to financial results and allows us to attract and retain a highly experienced and successful management team.  In accordance with “good pay practices,” our program, among other things:

·is heavily weighted towards performance-based pay;

·includes a short-term incentive component that is entirely dependent upon company performance;

·includes a long-term incentive component delivered 100% in equity, all of which is performance-based;

·limits change-of-control payments and accelerated equity vesting to “double trigger” situations (i.e., the occurrence of a change of control and an accompanying termination, rather than a change of control alone);

·does NOT include tax gross-up provisions;

·includes “clawback” provisions, which require officers to repay previously-awarded incentive compensation in certain financial restatement situations;

·includes share ownership provisions; and

·includes anti-hedging/pledging provisions.

Say on pay vote.

The Company provides its shareholders with the opportunity to cast an annual advisory vote on executive compensation (a “say-on-pay proposal”).  At the Company’s annual meeting of shareholders held in September 2012, 98% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the Company’s executive compensation for 2011. The Compensation Committee believes this affirms shareholders’ support of the Company’s approach to executive compensation. In light of the voting results, the Committee did not materially change its approach in 2012. The Compensation Committee will continue to consider the outcome of advisory votes on the Company’s say-on-pay proposals when making future compensation decisions for the named executive officers.

Pay for Performance.

Our financial performance in fiscal 2012 was disappointing.  These disappointing results were reflected in our executive officers’ compensation, which is heavily weighted towards performance-based pay.   Because we failed to achieve the financial targets set forth under our annual incentive bonus plan, none of our tenured executive officers received any short-term incentive payments on account of fiscal 2012.  In addition, no executive officer received Company contributions to their retirement plans.  As a result, our tenured named executive officers, Messrs.  Odell, Webb and Cirelli, received only 58%, 56% and 64%, respectively, of their fiscal 2012 target total direct compensation.  In addition, 60% of the three-year long-term performance awards granted to our named executive officers in fiscal 2009 expired in fiscal 2012 without vesting because the Company failed to achieve specified thresholds of return on invested capital and total shareholder return over the performance period.

Of the long-term incentive awards granted to executive officers in fiscal 2012, 60% are delivered in the form of performance share units that require the Company to achieve specified thresholds of return on invested capital and total shareholder return in the subsequent three-year period in order to deliver any value to our executives.  The remaining 40% balance were delivered in the form of stock options, which the Company also views as performance-based since options only have value if the Company’s per share stock price appreciates.

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Of the components comprising our executive compensation program, the percentage mix between “at-risk” and fixed compensation (excluding health and welfare benefits), at target levels, for each of our named executive officers is set forth in the following table.  “At-risk” compensation is only earned and paid if pre-established performance levels are achieved or the Company’s stock price appreciates.

Name	“At-Risk”		Fixed
Michael R. Odell	73	%	27	%
David R. Stern	61	%	39	%
Scott A. Webb	63	%	37	%
Joseph A. Cirelli	46	%	54	%
Thomas J. Carey	48	%	52	%

Compensation Philosophy.

Pep Boys’ executive compensation program is designed to:

·Enable Pep Boys to attract, retain, and motivate key executives critical to current and long-term success;

·Provide targeted compensation levels which are competitive with our customized peer group (discussed below) as to base salary, annual incentives and long-term incentives, and which are reflective of current and/or expected future company performance levels;

·Support Pep Boys’ long-range business strategy;

·Establish a clear linkage between individual performance objectives and corporate or business unit financial performance objectives; and

·Align executive compensation with shareholder interests by linking long-term incentives to increasing shareholder value, utilizing performance metrics where appropriate.

The Compensation Committee has also adopted the following more specific guidelines in formulating the detailed   elements of Pep Boys’ executive compensation program:

·Short term incentives will be structured in a manner which gives primary emphasis to meeting or exceeding the Company’s annual financial objectives;

·Long-term incentives will be designed to reward performance over a multi-year time frame, with vesting of awards to occur over a corresponding time period;

·At the discretion of the Compensation Committee,

·Payout on any short term incentive component may be made contingent upon achievement of the annual budget.  This decision will be made annually, when targets are set for the ensuing year;

·If the long-term incentive plan includes more than one performance dimension, achievement of target on any one element may be  treated as a prerequisite to payout on other goals (i.e., as a “qualifier”), whether or not threshold performance is achieved on those other dimensions;

·The Compensation Committee believes that requiring achievement of full target performance in order to trigger any payout under the annual incentive plan is generally inappropriate due to the risk of incenting poor decision making at the margin.   The Compensation Committee will annually set a “threshold” performance level which is below the target objective, at which point some amount of incentive compensation will be paid;

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·From time to time the Compensation Committee may decide to grant a discretionary, individual short or long term incentive award based on a specific individual’s performance;

·In the spirit of encouraging over-performance against annual targets, performance above target may be rewarded disproportionately; i.e. marginal rewards for over-performance may exceed the marginal penalty for under-performance; and

·All payouts are subject to the discretion of the Compensation Committee even if targets are achieved.

Peer Group.

In order to maintain a competitive total compensation program, Pep Boys compares itself with a custom peer group comprising key competitors in the automotive service and retail business, as well as comparably-sized companies in the broader hardlines retail industry.  The peer group is reviewed annually by the Compensation Committee, together with its compensation consultant, to ensure that it remains relevant.  The peer group utilized to establish the fiscal 2012 executive compensation program included: Aarons, Advance Auto Parts, Autozone, Big 5 Sporting Goods, Cabela’s, Conn’s, Dick’s Sporting Goods, hhgregg, Midas, Monro Muffler & Brake, O’Reilly Automotive, PetSmart, RadioShack, Rent-A-Center, Tractor Supply and West Marine.  In some cases, Pep Boys analyzes competitive pay practices in the general industry for positions where incumbents may typically be recruited from outside of the hardlines retailing sector.

Update.  In order to provide a more robust data set and utilize companies with average revenues, market capitalization and employee count closer to that of Pep Boys, for fiscal 2013, the Compensation Committee has revised the peer group to add Asbury Automotive, Finish Line, Hibbett Sports, Lithia Motors, Pier 1 Imports, Williams Sonoma and Zale Corporation and remove Dick’s Sporting Goods and PetSmart, resulting in an expanded peer group of 20 companies.

The Compensation Process.

For fiscal 2012, the Compensation Committee recommended to the full Board the annual total compensation levels for all of the named executive officers (other than the President & Chief Executive Officer), based on recommendations made by the President & Chief Executive Officer and the Senior Vice President - Human Resources, and in consultation with Pay Governance, the Compensation Committee’s compensation consultant.  The Compensation Committee recommended to the full Board the annual total compensation level for the President & Chief Executive Officer after consulting with Pay Governance.  Our President & CEO was not involved in formulating recommendations as to his own compensation.

To arrive at its recommendations for compensation to be paid to our President & CEO and other named executive officers, the chair of the Compensation Committee scheduled and developed the agenda for committee meetings in consultation with the Senior Vice President - Human Resources.  The Senior Vice President - Human Resources was responsible for developing appropriate materials for the Compensation Committee’s review and consideration and for reviewing these materials and recommendations with the chair of the Compensation Committee and Pay Governance prior to their presentation to the Compensation Committee.  Our President & Chief Executive Officer was principally responsible for recommendations made to the Compensation Committee with respect to the compensation of our named executive officers (other than himself) and other officers of the corporation.  The Compensation Committee considered, but was not bound to and did not always accept, management’s recommendations with respect to executive compensation.  The President & Chief Executive Officer, Senior Vice President — Human Resources and Senior Vice President — General Counsel & Secretary attended all committee meetings, excluding portions of meetings where their own compensation was discussed, and excluding the regular executive sessions held at the conclusion of each regularly-scheduled meeting of the Committee.

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In connection with establishing compensation levels for fiscal 2012, Pay Governance advised the Compensation Committee on the then-current competitiveness of our program design and total compensation levels.  Representatives of Pay Governance regularly attended committee meetings and also communicated with the chair of the Compensation Committee outside of meetings.  Pay Governance worked with management (including the President & Chief Executive Officer, Senior Vice President - Human Resources and Senior Vice President — General Counsel & Secretary) from time-to-time for purposes of gathering information and reviewing and providing input to management on recommendations, proposals and materials that management presented to the Compensation Committee.  Pay Governance was engaged directly by the Compensation Committee and did not provide any additional services to the Company in fiscal 2012.

The Compensation Committee and the Board of Directors consider our overall compensation levels for the named executive officers to be reasonable and appropriate and believe that our executive compensation program achieves the objectives outlined at the beginning of this summary.

Components of Compensation.

The compensation provided to the executives listed in the Summary Compensation Table, whom we refer to as our named executive officers, consists of base salaries, short-term cash incentives, long-term equity incentives, retirement plan contributions and health and welfare benefits.

Base Salary.  The Compensation Committee reviews base salaries annually to reflect the experience, performance and scope of responsibility of each named executive officers and to ensure that executive salaries are appropriate to retain highly qualified individuals.  The full Board measures the President & Chief Executive Officer’s individual performance during the applicable fiscal year in the areas of strategic planning and execution, leadership, financial results, management development and succession planning, key stakeholder focus, ethics and Board relations, based upon individual assessments completed by each Director.   The Compensation Committee reviews the President & Chief Executive Officer’s assessments of the other named executive officers’ individual performance during the applicable fiscal year in the areas of core and positional competencies.  Salary adjustments are then made taking into account the performance assessment, the relative position of the named executive officers current salary within the market range for his position and the budgeted percentage increase for all officers as a group.  For fiscal 2012, the Compensation Committee recommended, and the full Board approved, adjustments to base salaries of Messrs. Odell and Webb of 1.2% and 2.0%, respectively, to reflect their respective performances in fiscal 2011.  The starting salaries for Messrs. Stern and Carey were established, in consultation with the Pay Governance, at levels believed necessary to induce such executives to join the Company with reference to their experience and positional responsibilities and peer group data for comparable executives.

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Short-Term Incentives.  The named executive officers participate in our Annual Incentive Bonus Plan, which is a short-term incentive plan designed to reward the achievement of pre-established goals.  In order to directly align our named executive officers’ short-term incentive compensation with that of our overall performance, these pre-established goals consist entirely of corporate (as opposed to individual) objectives.  For fiscal 2012, the named executive officers’ annual short-term incentive opportunities were as follows:

	% of Base Salary
Title	Threshold	Target	Cash Cap(a)	Maximum
President & CEO	50	100	150	200
Executive Vice President	37.5	75	112.5	150
Senior Vice Presidents	22.5	45	67.5	90

(a) Amounts achieved above the “cash cap” percentage up to the “maximum” percentage are earned and paid out over the subsequent three years, assuming the executive remains employed by the Company.

For fiscal year 2012,    the Compensation Committee recommended, and the full Board approved, the following objectives and associated weightings under the Annual Incentive Bonus Plan.

Objective	Weighting (%)	Threshold			Target			Cash Cap			Maximum
Pre-Tax Income(a)	50	$	56,133		$	66,039		$	74,294		$	82,549
Pre-Tax ROIC(b)	25	10.0		%	11.1		%	12.1		%	13.1		%
Total Revenue	25	$	2,178,309,000		$	2,245,679,000		$	2,301,821,000		$	2,357,963,000
Total	100

(a)  Calculated before unusual, non-operating gains and losses.
(b)  Pre-Tax Income (before unusual, non-operating gains and losses) divided by debt plus equity.

For fiscal 2012, the Compensation Committee established target levels that it believed were achievable, but also substantially uncertain.  The Compensation Committee retains full discretion to award or withhold in its entirety, or to increase or decrease the amount of, short-term incentive plan compensation regardless of the attainment, or failure to attain, the relevant performance goal(s) (except that short-term incentive plan compensation cannot be increased in the case of compensation meant to qualify as “performance-based” compensation under Section 162(m) of the Internal Revenue Code).

For fiscal 2012, the Company did not achieve its threshold results against its corporate objectives, so no short-term incentive plan compensation was paid to the named executive officers, except for Messrs. Stern and Carey for whom a pro-rated portion (based on time in position during fiscal 2012) of their short-term incentive was guaranteed at target level as an inducement to join the Company.

Long-Term Incentives.  We believe that compensation through equity grants directly aligns the interests of management with that of the Company’s shareholders.  The Stock Incentive Plan provides for the grant of stock options at exercise prices equal to the fair market value (the mean of the high and low quoted selling prices) of Pep Boys stock on the date of grant, and for the grant of restricted stock units.

For the fiscal 2012 equity grants, the Compensation Committee recommended, and the full Board approved, equity grants consisting of 40% time-based vesting stock options and 60% performance-based vesting restricted stock units (RSUs).   Stock options vest over three years and have a seven-year term.  Two-thirds of the 2012 performance-based RSUs are tied to the Company achieving at least a threshold return on invested capital and one-third are tied to achieving at least a threshold level of total shareholder return measured relative to our peer group.  Both performance-based RSU metrics are measured over a three-year performance period.  The Compensation Committee then established target grant values intended to be competitive at market median of our peer group.  In

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fiscal 2012, on account of the Company’s fiscal 2011 financial performance and the relative position of each named executive officer’s total compensation to the market median of our peer group, the Compensation Committee recommended, and the full Board approved, the following long-term incentive levels as a percentage of base salary.

Title	Target % of Base Salary		2012 Actual Grant as a % of Base Salary
Odell	125	%	120	%
Webb	50	%	50	%
Cirelli	40	%	38	%

As an inducement to join the Company, Messrs. Stern and Carey were granted restricted stock units valued at 50% and 20% of their respective starting base salaries.

Retirement Plans.  We maintain The Pep Boys Savings Plan, which is a broad-based 401(k) plan.  Participants make voluntary contributions to the savings plan, and we match 50% of the amounts contributed by participants under the savings plan, up to 6% of salary.  Due to low levels of participation in the savings plan, the plan historically did not meet the non-discrimination testing requirements under Internal Revenue Code regulations.  As a result, the savings plan was required to make annual refunds of contributions made by our “highly compensated employees” (including the named executive officers) under the savings plan.  Beginning in 2004, we limited our officers’ contributions to the savings plan to 0.5% of their salary per year.  Given this limitation, in order to assist our officers with their retirement savings, in fiscal 2004, we adopted a non-qualified deferred compensation plan that allows participants to defer up to 20% of their annual salary and 100% of their annual bonus.  To further encourage share ownership and more directly align the interests of management with that of its shareholders, the first 20% of an officer’s bonus deferred into Pep Boys Stock is matched by the Company on a one-for-one basis with Pep Boys Stock that vests over three years.

In order to keep our executive compensation program competitive, we also maintain a Supplemental Executive Retirement Plan, or SERP, known as our Account Plan.  The Account Plan provides fixed annual contributions to a retirement account based upon the participant’s age and then current compensation in accordance with the following schedule:

If the Participant is. . .	Annual contribution as a percentage of cash compensation (salary + short-term cash incentive)
At least 55 years of age	19	%
At least 45 years of age but not more than 54 years of age	16	%
At least 40 years of age but not more than 44 years of age	13	%
Not more than 39 years of age	10	%

Notwithstanding the foregoing, for the first four years of a participant’s employment, the contribution percentage is limited to 10% of cash compensation.

In fiscal 2012, all named executive officers participated in the Account Plan.

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In order to incent the achievement of incremental profitability, all Company contributions to the savings plan and Account Plan (on account of all associates, including the named executive officers) that would otherwise have been made during calendar 2012 were conditioned upon the Company’s achievement of a level of pre-tax income in fiscal 2012 that exceeded 2011’s level.   Because this objective was not achieved, no calendar 2012 contributions were made.

Health and Welfare Benefits.  As one element of a market-competitive compensation package, we also provide our named executive officers with health and welfare benefits, including medical and dental coverage, life insurance valued at one times salary, long term disability coverage and an auto allowance.

Employment Agreements.  In August 2012, we entered into revised Change of Control Agreements with each of Messrs. Odell, Webb and Cirelli to eliminate the provision of any “gross-up” payments, restructure the severance compensation and modify the definition of a change of control, all in order to reflect current best practices in executive compensation and corporate governance.  We entered into a Change of Control Agreement of an identical form with each of Mr. Stern and Mr. Carey upon the commencement of their employment with the Company.  The purpose of the Change of Control Agreements is to provide an incentive for our officers to remain in our employment and continue to focus on the best interests of Pep Boys without regard to any potential loss of employment due to a possible change of control.

In addition, we amended and restated our Stock Incentive Plan to provide that newly-issued equity awards no longer automatically vest upon the occurrence of a change of control, but rather only following a business combination, asset sale or liquidation transaction if the surviving company or successor does not assume such awards or convert them into awards of equivalent value (i.e., double trigger vesting).

We have also entered into Non-Competition Agreements with each of our named executive officers in order to prevent any of them from soliciting our employees or competing with us if they were to leave Pep Boys of their own volition.  As consideration for such restrictive covenants, the Non-Competition Agreements provide for a severance payment to be made to a named executive officer if he is terminated by the Company without “cause.”

These agreements are fully described in “Employment Agreements with Named Executive Officers” below.

Recoupment Policy (“Clawback”).  We will seek to recover, at the direction of the Compensation Committee, all or a portion of any compensation awarded or paid to a current or former Officer during the prior three fiscal years if (i) the amount of such compensation was based on the achievement of certain financial results that were subsequently the subject of a restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws and (ii) a lower award or payment would have been made to the Officer based upon the restated financial results.  If, however, the Compensation Committee determines that an Officer engaged in misconduct that resulted in the obligation to restate or knew or should have known of such misconduct and failed to take appropriate action, then we will seek to recover the related compensation regardless of the fiscal year in which it was paid.

Share Ownership Guidelines.  Our Officers are expected to hold shares equal to the following multiples of their annual salary: President & Chief Executive Officer 5x; Executive Vice President 3x; Senior Vice President 2x; and Vice President 1x.  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.  Officers have five years from the later of their appointment to their then current position or the establishment of a higher ownership threshold for their position (as described above) to achieve their expected ownership levels.  If in a shortfall position, (i) an officer may not sell Pep Boys Stock, (ii) all net after-tax shares acquired upon the exercise of stock options or the vesting of RSUs must be retained and (iii) any short-term incentive award in excess of the “cash cap” level will be awarded in the form of RSUs.  All of our named executive officers are currently in compliance with our share ownership guidelines.

Anti-hedging/pledging Policy.  Our Officers and Directors are prohibited from entering into contracts, instruments or other transactions or purchasing securities (a) designed to hedge against their Company stock holdings, (b) that derive their value with or in relation to the price of a share of Company stock (except for

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transactions under Company stock plans) or (c) that utilize Company stock in a margin account or pledge arrangement.

Tax and Accounting Matters.  We consider the tax and accounting impact of each element of compensation in determining the appropriate compensation structure. For tax purposes, annual compensation payable to the named executive officers generally must not exceed $1 million in the aggregate during any year to be fully deductible under Section 162(m) of the Internal Revenue Code.  The Stock Incentive Plan is currently structured with the intention that stock option grants and performance-based RSUs will qualify as “performance based” compensation that is not subject to the $1 million deduction limit under Section 162(m).  In order to compete effectively for the acquisition and retention of top executive talent, we believe that we must have the flexibility to pay salary, bonus and other compensation that may not be fully deductible under Section 162(m).  Accordingly, the Compensation Committee retains the authority to authorize payments that may not be deductible under Section 162(m) if it believes that such payments are in the best interests of Pep Boys and our shareholders.  All compensation paid to the named executive officers in fiscal 2011 was fully deductible.

Compensation Committee Report

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management.  Based upon our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in Pep Boys’ Annual Report on Form 10-K for the fiscal year ended February 2, 2013 filed with the SEC.

This report is submitted by M. Shân Atkins, Robert H. Hotz and James A. Mitarotonda.

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Summary Compensation Table

The following table provides information regarding the fiscal 2012 compensation for Pep Boys’ CEO, CFO and the three other executive officers in position as of the end of fiscal 2012 that received the highest compensation in fiscal 2012, as well as, two additional former executives.  These executives are referred to herein as the “named executive officers.”  As explained in our Compensation Discussion and Analysis, the compensation provided to our named executive officers consists of base salaries, short-term cash incentives, long-term equity incentives, retirement plan contributions and heath and welfare benefits.

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($) (a)	Stock Awards ($) (b)	Option Awards ($) (c)	Non- Equity Incentive Plan Compensation ($) (d)	All Other Compensation ($) (e)	Total ($)
Michael R. Odell	2012	823,462	—	600,000	400,000	—	17,225	1,840,687
President & CEO	2011	817,693	—	660,000	440,000	90,119	42,196	2,050,008
	2010	800,000	—	600,000	400,000	1,094,424	496,792	3,391,216
David R. Stern	2012	146,154	—	200,000	—	118,350	23,714	488,218
EVP — CFO(f)
Scott A. Webb	2012	455,439	—	137,700	91,800	—	14,182	699,221
EVP — Merch,	2011	441,923	—	135,000	90,000	48,689	19,745	735,357
Supply Chain & Digital Operations	2010	400,000	—	120,000	80,000	355,688	120,547	1,076,235
Joseph A. Cirelli	2012	315,000	—	71,400	47,600	—	13,944	447,944
SVP — Corporate	2011	314,235	—	69,000	46,000	20,773	18,291	468,298
Development	2010	302,509	—	69,000	46,000	186,229	135,601	739,339
Thomas J. Carey	2012	161,538	80,000	70,000	—	77,238	33,635	422,411
SVP — Chief Customer Officer(g)
Raymond L. Arthur	2012	212,019	—	—	—	—	6,763	218,782
EVP — CFO(h)	2011	521,731	—	150,000	100,000	57,482	29,016	858,229
	2010	500,000	—	120,000	80,000	513,012	298,655	1,511,667
William E. Shull III	2012	240,023	—	—	—	—	408,901	648,923
EVP—Stores(i)	2011	345,769	—	105,000	70,000	38,095	21,880	580,744
	2010	320,000	—	96,000	64,000	284,550	157,520	922,070

(a)Represents the sign on bonus paid to induce Mr. Carey to join the Company.

(b)Represents the grant date fair value calculated under ASC 718.

(c)Represents the grant date fair value calculated under ASC 718.

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(d)Represents amounts earned under our Annual Incentive Compensation Plan in the year reported, that were paid, or payable but deferred at the executive officer’s election, in the following fiscal year. For fiscal 2012, such amounts paid to Messrs. Stern and Carey were guaranteed in order to induce them to join the Company.

(e)For fiscal 2012, consists of the following dollar amounts:

	Odell	Stern	Webb	Cirelli	Carey	Arthur	Shull
Contributed (company match) under our Deferred Compensation Plan	—	23,670	—	—	15,448	—	—
Paid as an auto allowance	16,000	—	13,500	13,500	—	6,154	8,360
Representing group term life insurance premiums	1,225	44	682	44	77	609	541

For Mr. Carey also includes $18,110 of relocation expenses.

For Mr. Shull also includes a severance payment of $400,000.

(f)Mr. Stern joined Pep Boys on September 10, 2012 as Executive Vice President — Chief Financial Officer.

(g)Mr. Carey joined Pep Boys on August 6, 2012 as Senior Vice President — Chief Customer Officer.

(h)Mr. Arthur resigned from the Company on June 29, 2012.

(i)Mr. Shull ceased his employment with the Company on September 3, 2012.

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Grants of Plan Based Awards

The following table shows (i) potential payouts under our short-term incentive program assuming specified pre-established corporate objectives were achieved in fiscal 2012, (ii) the customary annual equity grants made in fiscal 2012 in respect of fiscal 2011 service and (iii) inducement grants made to named executive officers that joined the Company in fiscal 2012.

		Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(a)				All Other Stock Awards: Number of Shares	All Other Option Awards: Number of Securities	Exercise or Base Price of	Grant Date Fair Value of Stock and Option
Name	Grant Date	Threshold ($)	Target ($)	Cash Cap  ($)	Maximum ($)	of Stock or Units (#)	Underlying Options (#)	Option Awards ($/Sh)	Awards ($) (b)
Michael R. Odell	—	415,000	830,000	1,245,000	1,660,000	—	—	—	—
	09/12/12	—	—	—	—	—	85,653	9.98	400,000
	09/12/12	—	—	—	—	60,120	—	—	600,000
David Stern	—	62,500	125,000	187,500	250,000	—	—	—	—
	09/10/12	—	—	—	—	20,161	—	—	200,000
Scott A. Webb	—	172,125	344,250	516,325	688,500	—	—	—	—
	09/12/12	—	—	—	—	—	19,657	9.98	91,800
	09/12/12	—	—	—	—	13,798	—	—	137,700
Joseph A. Cirelli	—	70,875	141,750	212,625	283,500	—	—	—	—
	09/12/12	—	—	—	—	—	10,193	9.98	47,600
	09/12/12	—	—	—	—	7,154	—	—	71,400
Thomas J. Carey	—	39,375	78,750	118,125	157,500	—	—	—	—
	08/06/12	—	—	—	—	7,568	—	—	70,000

(a)These columns reflect threshold, target, cash cap and maximum amounts that were potentially payable under our Annual Incentive Bonus Plan to our named executive officers if certain corporate targets pre-established by our Compensation Committee were achieved in fiscal 2012.  Amounts for Messrs. Stern and Carey are pro rated based upon their time in service.  See “Compensation Discussion and Analysis” for a full discussion of our Annual Incentive Bonus Plan and “Summary Compensation Table” for amounts actually earned in fiscal 2012.

(b)Represents the grant-date fair value calculated under ASC 718.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table shows information regarding unexercised stock options and unvested RSUs held by the named executive officers as of February 2, 2013.

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Yet Vested ($) (a)
Michael R. Odell	6,000	0		14.7750	9/17/2014	—		—
	10,000	0		12.0600	2/28/2015	—		—
	400,000	0		3.1200	2/26/2016	—		—
	62,306	31,152	(b)	10.2700	3/30/2017	—		—
	27,111	54,220	(c)	12.3000	3/29/2018	—		—
	0	85,653	(d)	9.9800	9/12/2019	—		—
	—	—		—	—	58,027	(e)	638,877
	—	—		—	—	52,885	(f)	582,264
	—	—		—	—	60,120	(g)	661,921
David R. Stern	—	—		—	—	20,161	(h)	221,973
Scott A. Webb	20,000	0		12.0600	2/28/2015	—		—
	40,000	0		3.1200	2/26/2016	—		—
	12,462	6,230	(b)	10.2700	3/30/2017	—		—
	5,546	11,090	(c)	12.3000	3/29/2018	—		—
	0	19,657	(d)	9.9800	9/12/2019	—		—
	—	—		—	—	11,605	(e)	127,771
	—	—		—	—	10,817	(f)	119,095
	—	—		—	—	13,797	(g)	151,905
Joseph A. Cirelli	1,500	0		15.8550	2/27/2013	—		—
	2,000	0		15.9650	2/15/2014	—		—
	2,000	0		12.0600	2/28/2015	—		—
	22,500	0		3.1200	2/26/2016	—		—
	7,166	3,582	(b)	10.2700	3/30/2017	—		—
	2,835	5,668	(c)	12.3000	3/29/2018	—		—
	0	10,193	(d)	9.9800	9/12/2019	—		—
	—	—		—	—	6,673	(e)	73,470
	—	—		—	—	5,529	(f)	60,874
	—	—		—	—	7,155	(g)	78,777
Thomas J. Carey	—	—		—	—	7,568	(i)	83,324

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(a)Based upon the closing price of a share of Pep Boys Stock on February 1, 2013 ($11.01).

(b)Such options became exercisable on March 30, 2013.

(c)One-half of such options became/become exercisable on each of March 29, 2013 and 2014.

(d)One-third of such options become exercisable on each of September 12, 2013, 2014 and 2015.

(e)Such RSUs expired without vesting on February 2, 2013.

(f)Such RSUs will vest on February 1, 2014 if the Company achieves certain predetermined performance criteria.

(g)Such RSUs will vest on September 12, 2015 if the Company achieves certain predetermined performance criteria.

(h)One-third of such RSUs will vest on each of September 10, 2013, 2014 and 2015.

(i)One-third of such RSUs will vest on each of August 6, 2013, 2014 and 2015.

Option Exercises and Stock Vested Table

During fiscal 2012, no named executive officer exercised any stock options nor had any stock awards vest.

Pension Plans

Qualified Defined Benefit Pension Plan.  We have a qualified defined benefit pension plan for all employees hired prior to February 2, 1992.  Future benefit accruals on behalf of all participants were frozen under this plan as of December 31, 1996.  Benefits payable under this plan are calculated based on the participant’s compensation (base salary plus accrued bonus) over the last five years of the participant’s employment by Pep Boys and the number of years of participation in the plan.   Benefits payable under this plan are not subject to deduction for Social Security or other offset amounts. The maximum annual benefit for any employee under this plan is $20,000.  Mr. Cirelli is the only named executive officer that participated in the qualified defined benefit pension plan in fiscal 2011.  His accrued annualized benefit thereunder, at normal retirement age, is $19,162.

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

As explained in our Compensation Discussion and Analysis, set forth below is information regarding benefits under our non-qualified defined contribution plan (our Account Plan) and Deferred Compensation Plan for our named executive officers.  The Account Plan is a retirement plan pursuant to which we make annual contributions based upon a named executive officer’s age and then current compensation.   In order to further assist our named executive officers with their retirement savings, the Deferred Compensation Plan allows participants to defer up to 20% of their annual salary and 100% of their annual bonus.  In order to further encourage share ownership and more directly align the interests of named executive officers with that of our shareholders, the first 20% of an executive’s bonus deferred into Pep Boys Stock is matched by the Company on a one-for-one basis with Pep Boys Stock that vests over three years.

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Nonqualified Defined Contribution Plan (our Account Plan)

Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
Michael R. Odell	—	—	64,110		—	513,456
Scott A. Webb	—	—	(330	)	—	174,642
Joseph A. Cirelli	—	—	3,511		—	146,871
Raymond L. Arthur	—	—	25,095		432,718	0
William E. Shull	—	—	(194	)	—	103,038

Nonqualified Deferred Compensation Plan

Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)	Aggregate Forfeitures ($)	Aggregate Balance at Last FYE ($)
Michael R. Odell	—	—	(107,197	)	—	—	914,063
David R. Stern	23,670	23,670	—		—	—	47,340
Scott A. Webb	—	—	674		53,186	—	71,057
Joseph A. Cirelli	—	11,873	27,531		204,764	—	108,855
Thomas J. Carey	15,448	15,488	—		—	—	30,896
Raymond L. Arthur	—	—	(5,816	)	797,755	107,197	0
William E. Shull III	—	—	(2,988	)	86,884	—	349,023

Employment Agreements with Named Executive Officers

Change of Control Agreements.  We have agreements with each named executive officer provide each named executive officer with a payment equal to two times the value of their annual salary, target bonus and welfare benefits (but not retirement benefits or auto allowances) and the vesting of all equity awards if such officer is terminated within two years following a change of control.  A trust agreement has been established to better assure the named executive officers of the satisfaction of Pep Boys’ obligations under their employment agreements following a change of control.   For the purposes of these agreements, a change of control shall be deemed to have taken place if:

·incumbent directors (those in place on, or approved by two-thirds of those in place on, the date of the execution of the agreements) cease to constitute a majority of our Board;

·any person becomes the beneficial owner of 35% or more of our voting securities;

·the consummation of business combination transaction, unless immediately thereafter (1) more than 50% of the voting power of the resulting entity is represented by our shareholders immediately prior to such transaction, (2) no person is the beneficial owner of more than 20% of the resulting entity’s voting securities and (3) at least a majority of the directors of the resulting entity were incumbent directors;

·a sale of all or substantially all of our assets; or

·the approval of a complete liquidation or dissolution of Pep Boys.

Non-Competition Agreements.  In exchange for a severance payment equal to one year’s base salary upon the termination of their employment without cause, each of our named executive officers has agreed to customary covenants regarding, competition and confidentiality during their employment and for one year thereafter.

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Potential Payments Upon Termination or Change of Control

The following table shows information regarding the payments and benefits that each named executive officer would have received under his Non-Competition Agreement assuming that he was terminated without cause as of February 2, 2013.

Name	Cash Payment ($)
Michael R. Odell	830,000
David R. Stern	400,000
Scott A. Webb	459,000
Joseph A. Cirelli	315,020
Thomas J. Carey	350,000

The following table shows information regarding the payments and benefits that each named executive officer would have received under his Change of Control Agreement assuming that he was terminated immediately upon a change of control as of February 2, 2013.

Name	2X Base Salary ($)	2X Target Bonus ($)	2X Health and Welfare Benefits ($)	Value of Accelerated Vesting of Outstanding Equity Awards ($)(a)	Total ($)
Michael R. Odell	1,660,000	1,660,000	62,021	1,994,337	5,376,358
David R. Stern	800,000	600,000	19,280	221,973	1,641,253
Scott A. Webb	918,000	688,500	42,932	423,628	2,073,060
Joseph A. Cirelli	630,000	283,500	10,505	226,270	1,150,275
Thomas J. Carey	700,000	315,000	19,346	83,324	1,117,670

(a)Represents the value of the accelerated vesting of all “in the money” stock options and RSUs at the closing price of a share of PBY Stock on February 2, 2013 ($11.01).

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(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 Boys to 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 implements our 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

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(ITEM 3)     PROPOSAL TO RATIFY THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors, upon the recommendation of the Audit Committee, has appointed the firm of Deloitte & Touche LLP to serve as our independent registered public accounting firms with respect to the consolidated financial statements of Pep Boys and its subsidiaries for fiscal 2013.  Deloitte & Touche LLP served as our independent registered public accounting firm for fiscal 2012.

A representative of Deloitte & Touche LLP is expected to be present at the meeting and will have the opportunity to make a statement if he or she desires to do so.  The representative is also expected to be available to respond to appropriate questions of shareholders.

If the shareholders do not ratify the appointment of Deloitte & Touche LLP, another independent registered public accounting firm recommended by the Audit Committee will be considered by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

“FOR”

THE RATIFICATION OF THE APPOINTMENT OF THE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and 10% holders to file initial reports of ownership and reports of changes in ownership of Pep Boys Stock.  Based solely upon a review of copies of such reports, we believe that during fiscal 2012, our directors, executive officers and 10% holders complied with all applicable Section 16(a) filing requirements.

COST OF SOLICITATION OF PROXIES

The expense of the solicitation of the proxies, including the cost of preparing and distributing material, the handling and tabulation of proxies received and charges of brokerage houses and other institutions in forwarding such documents to beneficial owners, will be paid by us.  In addition to the mailing of the proxy materials,  solicitations may be made in person or by telephone by our directors, officers or employees or independent parties engaged to solicit proxies.

PROPOSALS OF SHAREHOLDERS

All proposals which any shareholder wishes to present at the 2014 Annual Meeting and to have included in the Board of Directors’ proxy materials relating to that meeting must be received no later than December 27, 2013.  Such proposals should be sent to:

Pep Boys

3111 West Allegheny Avenue

Philadelphia, PA 19132

Attention: Secretary

Any shareholder proposal that does not comply with the applicable requirements of rule 14a-8 under the Securities Exchange Act of 1934 will not be included in the Board of directors’ proxy materials for the 2014 Annual Meeting.

Our bylaws provide an alternative procedure for submitting shareholder proposals.  While a shareholder proposal submitted in accordance with the following procedures may be presented at a meeting, such proposal is not required to be included in any Board of Directors’ proxy materials relating to that meeting.  In order to present an item of business at a shareholders’ meeting, a shareholder’s notice must be received by us 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 by us within ten days of the date of such public announcement will be considered timely.  The shareholder’s notice should be sent to:

Pep Boys

3111 West Allegheny Avenue

Philadelphia, PA 19132

Attention: Secretary

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The shareholder’s notice shall set forth all of the following information:

·        the name and address of the shareholder;

·        a representation that the shareholder intends to appear in person or by proxy at the meeting; and

·        a general description of each item of business proposed to be brought before the meeting.

The presiding officer of the meeting may refuse to consider any business attempted to be brought before any shareholder meeting that does not comply with these procedures.

ANNUAL REPORT ON FORM 10-K

WE WILL PROVIDE, FREE OF CHARGE, UPON THE WRITTEN REQUEST OF ANY PERSON SOLICITED BY THE PROXY STATEMENT, A COPY OF OUR ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR OUR MOST RECENT FISCAL YEAR.  SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO:

Pep Boys

3111 West Allegheny Avenue

Philadelphia, PA 19132

Attention: Secretary

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. THE PEP BOYS - MANNY, MOE & JACK 3111 WEST ALLEGHENY AVENUE PHILADELPHIA, PA 19132 M57299-P38267 THE PEP BOYS - MANNY, MOE & JACK The Board of Directors recommends you vote FOR the following: Against Abstain For 1. Election of Directors ! ! ! 1a. Jane Scaccetti ! ! ! The Board of Directors recommends you vote FOR proposals 2 and 3. 1b. John T. Sweetwood For Against Abstain ! ! ! ! ! ! 1c. M. Shân Atkins 2. An advisory resolution on executive compensation. ! ! ! ! ! ! 1d. Robert H. Hotz 3. The ratification of the appointment of our independent registered public accounting firm. ! ! ! 1e. James A. Mitarotonda NOTE: Such other business as may properly come before the meeting or any adjournment thereof. ! ! ! 1f. Nick White ! ! ! 1g. Michael R. Odell ! ! ! 1h. Robert Rosenblatt ! ! ! 1i. Andrea M. Weiss Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com. M57300-P38267 THE PEP BOYS - MANNY, MOE & JACK Annual Meeting of Shareholders June 12, 2013 This proxy is solicited on behalf of the Board of Directors The undersigned shareholder of The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the "Company"), hereby appoint(s) Brian D. Zuckerman and Bernard K. Mcelroy, and each of them, attorney, agent and proxy of the undersigned, with full power of substitution, to vote all shares of common stock of which the undersigned is entitled to vote, either on his or her own behalf or on behalf of any entity or entities, at the 2013 Annual Meeting of Shareholders of the Company, and any adjournment or postponement thereof, with the same force and effect as the undersigned might or could do if personally present thereat. The undersigned hereby revokes all previous proxies and acknowledges receipt of the Notice of the Annual Meeting of Shareholders to be held on June 12, 2013 and the Proxy Statement. THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR, FOR PROPOSAL NUMBER 2 AND FOR PROPOSAL NUMBER 3 AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OF ANY POSTPONEMENT OR ADJOURNMENT THEREOF. Continued and to be signed on reverse side

*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 12, 2013. Meeting Information THE PEP BOYS - MANNY, MOE & JACK Meeting Type: Annual Meeting For holders as of: April 5, 2013 Date: June 12, 2013 Time: 9:00 AM Location: Pep Boys Store Support Center 3111 W. Allegheny Avenue Philadelphia, PA 19132 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. THE PEP BOYS - MANNY, MOE & JACK 3111 WEST ALLEGHENY AVENUE PHILADELPHIA, PA 19132 M57323-P38267 See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: Proxy Materials Available to VIEW or RECEIVE: Combined Document How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. . XXXX XXXX XXXX . XXXX XXXX XXXX Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 29, 2013 to facilitate timely delivery. M57324-P38267 How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. . XXXX XXXX XXXX

Voting Items The Board of Directors recommends you vote FOR the following: 1. Election of Directors 1a. Jane Scaccetti 1b. John T. Sweetwood 1c. M. Shân Atkins 1d. Robert H. Hotz 1e. James A. Mitarotonda 1f. Nick White 1g. Michael R. Odell 1h. Robert Rosenblatt 1i. Andrea M. Weiss The Board of Directors recommends you vote FOR proposals 2 and 3. M57325-P38267 2. An advisory resolution on executive compensation. 3. The ratification of the appointment of our independent registered public accounting firm. NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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