PA
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23-0962915
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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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.
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.
10.1 Amendment to The Pep Boys - Manny, Moe & Jack 2009 Stock Incentive Plan
THE PEP BOYS - MANNY MOE & JACK
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Date: June 12, 2013
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By:
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/s/ Brian D. Zuckerman
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Brian D. Zuckerman
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SVP - General Counsel & Secretary
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Exhibit No.
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Description
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EX-10.1
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Amendment to The Pep Boys - Manny, Moe & Jack 2009 Stock Incentive Plan
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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