0001181431-13-034472.txt : 20130612 0001181431-13-034472.hdr.sgml : 20130612 20130612160410 ACCESSION NUMBER: 0001181431-13-034472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130612 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130612 DATE AS OF CHANGE: 20130612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEP BOYS MANNY MOE & JACK CENTRAL INDEX KEY: 0000077449 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 230962915 STATE OF INCORPORATION: PA FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03381 FILM NUMBER: 13908892 BUSINESS ADDRESS: STREET 1: 3111 W ALLEGHENY AVE CITY: PHILADELPHIA STATE: PA ZIP: 19132 BUSINESS PHONE: 2152299000 8-K 1 rrd382579.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  06/12/2013
 
THE PEP BOYS - MANNY MOE & JACK
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-03381
 
PA
  
23-0962915
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
3111 West Allegheny Avenue, Philadelphia, PA 19132
(Address of principal executive offices, including zip code)
 
215-430-9000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(e)

On June 12, 2013, the The Pep Boys - Manny, Moe & Jack 2009 Stock Incentive Plan, as amended and restated, was further amended to provide that the value of the annual automatic grant to non-management directors (other than the Chairman of the Board) threunder be increased from $55,000 to $80,000 and for the Chairman of the Board from $55,000 to $92,500. This amendment reflects the first increase to the Company's non-management directors' compensation since June 2010.

A copy of the Amendment is attached hereto as Exhibit 10.1.

 
 
Item 5.07.    Submission of Matters to a Vote of Security Holders
 
On June 12, 2013, the Company held its Annual Meeting of Shareholders. At such meeting, the shareholders acted on the following matters.

1. The following Directors were elected.

Jane Scaccetti with 45,587,949 votes for, 524,721 votes against, 50,268 abstentions and 4,113,258 broker non-votes.

John T. Sweetwood with 45,587,133 votes for, 535,285 votes against, 40,520 abstentions and 4,113,258 broker non-votes.

M. Shan Atkins with 45,649,080 votes for, 465,008 votes against, 48,850 abstentions and 4,113,258 broker non-votes.

Robert H. Hotz with 45,684,560 votes for, 422,469 votes against, 55,909 abstentions and 4,113,258 broker non-votes.

James A. Mitarotonda with 44,303,242 votes for, 1,791,388 votes against, 68,308 abstentions and 4,113,258 broker non-votes.

Nick White with 45,676,905 votes for, 417,849 votes against, 68,184 abstentions and 4,113,258 broker non-votes.

Michael R. Odell with 45,670,529 votes for, 435,188 votes against, 57,221 abstentions and 4,113,258 broker non-votes.

Robert Rosenblatt with 45,686,495 votes for, 421,653 votes against, 54,790 abstentions and 4,113,258 broker non-votes.

Andrea M. Weiss with 45,323,737 votes for, 766,038 votes against, 73,163 abstentions and 4,113,258 broker non-votes.

2. The advisory resolution on executive compensation was approved with 40,214,350 votes for, 313,140 votes against, 5,635,448 abstentions and 4,113,258 broker non-votes.

3. Deloitte & Touche LLP's appointment as the Company's independent registered public accounting firm was ratified with 49,968,663 votes for, 257,692 votes against and 49,841 abstentions.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d)

10.1 Amendment to The Pep Boys - Manny, Moe & Jack 2009 Stock Incentive Plan

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
THE PEP BOYS - MANNY MOE & JACK
 
 
Date: June 12, 2013
     
By:
 
/s/    Brian D. Zuckerman
               
Brian D. Zuckerman
               
SVP - General Counsel & Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
Amendment to The Pep Boys - Manny, Moe & Jack 2009 Stock Incentive Plan
EX-10 2 rrd382579_39659.htm AMENDMENT TO THE PEP BOYS - MANNY, MOE & JACK 2009 STOCK INCENTIVE PLAN AMENDMENT

AMENDMENT NUMBER ONE

TO

THE PEP BOYS - MANNY, MOE & JACK

2009 STOCK INCENTIVE PLAN

(Amended and Restated as of August 3, 2012)

 

WHEREAS, The Pep Boys - Manny, Moe & Jack (the "Company") has previously adopted The Pep Boys - Manny, Moe & Jack 1999 Stock Incentive Plan (as amended, the "Plan");

WHEREAS, the Plan authorizes the Board of Directors (the "Board") to amend the Plan from time to time in such manner as it may deem advisable.

WHEREAS, the Board has approved the amendment of the definition of the term "Annual Non-management Director Award" under the Plan.

NOW , THEREFORE, in consideration of the foregoing recitals, the Plan is hereby amended as follows:

1. The first sentence of Section 3(b)(ii)(A) of the Plan is hereby amended and restated in its entirety to read as follows:

"On each Annual Meeting Date, (i) each Non-management Director (other than the Chairman of the Board or Lead Director) shall receive $80,000 in Awards and (ii) the Non-management Chairman of the Board or Lead Director, as the case may be, shall receive $92,500 in Awards, in such form as determined by the Committee."

2. Except as expressly amended hereby, the provisions of the Plan shall remain in full force and effect.

As adopted by the Board on THE PEP BOYS - MANNY, MOE & JACK

June 12, 2013.

By: /s/ Michael R. Odell

Michael R. Odell

President & Chief Executive Officer