- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 22 2009 - 11:16AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
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INFORMATION REQUIRED IN PROXY STATEMENT
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SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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Pep
Boys - Manny, Moe & Jack
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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THE
PEP BOYS
-
MANNY, MOE & JACK
3111 West
Allegheny Avenue
Philadelphia,
Pennsylvania 19132
Statement
of John Chevedden Correction
On June 19, 2009, John Chevedden, proponent of
Item 5 - SHAREHOLDER PROPOSAL REGARDING THE COMPANYS REINCORPORATION TO NORTH
DAKOTA, informed The Pep Boys - Manny, Moe & Jack (the Company) that
his statement contained in the Companys Proxy Statement contained an
error. The penultimate paragraph of Mr. Cheveddens
statement should read as follows:
Reincorporation in North Dakota provides a way to
switch to a vastly
improved
[emphasis
added] system
of
[emphasis added]
governance in a single step. And
reincorporation in North Dakota does not require a major downsizing or layoffs
to improve financial performance.
Mr. Cheveddens complete corrected statement
follows.
On June 22, 2009, such correction was posted on
the Companys website at
www.pepboys.com/about_pep_boys/investor_relations/financial_information/annual_report/
and on the website of the Companys notice and access provider, Broadridge
Financial Solutions, Inc. at www.proxyvote.com.
REINCORPORATE
IN A SHAREOWNER-FRIENDLY STATE
Resolved: That shareowners hereby request that our
board of directors take the necessary steps to reincorporate the Company in
North Dakota with articles of incorporation that provide that the Company is
subject to the North Dakota Publicly Traded Corporations Act.
Statement of John Chevedden
This
proposal requests that our board initiate the process to reincorporate the Company
in North Dakota under the new North Dakota Publicly Traded Corporations
Act. If our company were subject to the
North Dakota act there would be additional benefits:
·
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There would be a right
of proxy access for shareowners who owned 5% of our Companys shares for at
least two years.
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Shareowners would be
reimbursed for their expenses in proxy contests to the extent they are
successful.
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The board of directors
could not be classified.
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The ability of the
board to adopt a poison pill would be limited.
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Shareowners
would vote each year on executive pay practices.
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These provisions, together with others in the North
Dakota act, would give us as shareowners more rights than are available under
any other state corporation law. By
reincorporating in North Dakota, our company would instantly have the best
governance system available. This would
have a particularly favorable impact on our company because we are currently
incorporated in Pennsylvania, with a low standard of shareholder rights.
The SEC recently refused to allow shareowners a right
of access to managements proxy statement.
And Delaware courts recently invalidated a bylaw requiring reimbursement
of proxy expenses. Each of those
rights is part of the North Dakota act. As a result, reincorporation
in North Dakota is now the best alternative for achieving the rights of proxy
access and reimbursement of proxy expenses. As a North Dakota company our
Company would also shift to cumulative voting, say on pay, and other best
practices in governance.
Our
Company needs to improve its governance:
·
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The Corporate Library
www.thecorporatelibrary.com, an independent investment research firm, rated
our company:
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D in governance.
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High Governance Risk
Assessment.
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Very High Concern in
Executive Pay with $10 million for Jeffrey Rachor.
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Very
High Concern in accounting with a SOX 404 violation.
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·
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In addition to our D-rated board our directors also served
on other boards rated D or F by the Corporate Library:
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James Mitarotonda
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Griffon (GFF)
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F-rated
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Robert Hotz
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Universal
Health Services (UHS)
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Shan Atkins
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Spartan
Stores (SPTN)
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Thomas Hudson
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Brinks
(BCO)
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Irvin Reid
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Mack-Cali
Realty (CLI)
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Nick White
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Dillards
(DDS)
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·
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However 4 of our directors served on no other boards
-Experience concern.
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·
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We had no shareholder right to:
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Call a special
shareholder meeting.
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Act by written consent.
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Decide
all shareholder-voting issues by simple majority vote.
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Reincorporation in North Dakota provides a way to
switch to a vastly improved system of governance in a single step. And reincorporation in North Dakota does not
require a major downsizing or layoffs to improve financial performance.
I urge your support for
Reincorporating in a Shareowner-Friendly State.
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