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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[ ] 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))
1. The following Directors were elected.
Jane Scaccetti with 43,152,716 votes for, 5,120,806 votes against, 32,952 abstentions and 3,204,241 broker non-votes.
John T. Sweetwood with 43,145,843 votes for, 5,138,054 votes against, 22,577 abstentions and 3,204,241 broker non-votes.
M. Shan Atkins with 43,201,588 votes for, 5,071,276 votes against, 33,610 abstentions and 3,204,241 broker non-votes.
Robert H. Hotz with 43,211,825 votes for, 5,053,229 votes against, 41,420 abstentions and 3,204,241 broker non-votes.
James A. Mitarotonda with 43,084,364 votes for, 5,180,707 votes against, 41,403 abstentions and 3,204,241 broker non-votes.
Nick White with 43,212,511 votes for, 5,053,352 votes against, 40,611 abstentions and 3,204,241 broker non-votes.
Michael R. Odell with 43,203,117 votes for, 5,062,337 votes against, 41,020 abstentions and 3,204,241 broker non-votes.
Robert Rosenblatt with 47,929, 578 votes for, 335,946 votes against, 40,950 abstentions and 3,204,241 broker non-votes.
Andrea M. Weiss with 47,533,907 votes for, 740,538 votes against, 32,029 abstentions and 3,204,241 broker non-votes.
2. The advisory resolution on executive compensation was approved with 37,058,372 votes for, 4,889,604 votes against, 6,358,498 abstentions and 3,204,241 broker non-votes.
3. Deloitte & Touche LLP's appointment as the Company's independent registered public accounting firm was ratified with 51,261,549 votes for, 205,410 votes against and 43,756 abstentions.
4. The proposal to re-approve the Company's Annual Incentive Bonus Plan was re-approved to allow certain amounts paid under the plan to continue to be deductible under section 162(m) of the Internal Revenue Code was approved with 42,811,440 votes for, 5,461,189 votes against, 33,845 abstentions and 3,204,241 broker non-votes.
5. The proposal to approve the amendment and restatement of the Company's Stock Incentive Plan to extend its term through December 31, 2019 and to provide an additional 2,000,000 shares available for award issuances thereunder was approved with 42,491,892 votes for, 5,778,598 votes against, 35,984 abstentions and 3,204,241 broker non-votes.
THE PEP BOYS - MANNY MOE & JACK
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Date: June 11, 2014
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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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