UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 16, 2005
Date of Earliest Event Reported: September 15, 2005
The Pep Boys - Manny, Moe & Jack
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(Exact name of registrant as specified in charter)
Pennsylvania 1-3381 23-0962915
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(State or other jurisdiction of (Commission (I.R.S. Employer ID number)
incorporation or organization) File No.)
3111 W. Allegheny Ave. Philadelphia, PA 19132
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(Address of principal executive offices) (Zip code)
215-430-9000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed from 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 (see General Instruction A.2. below):
( ) 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))
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Item 1.01 Entry Into a Material Definitive Agreement
On September 15, 2005, the Board of Directors of The Pep Boys - Manny, Moe &
Jack (the "Company"), upon recommendation of its Human Resources Committee,
modified its compensation guidelines for non-management directors and adopted
share ownership guidelines.
Effective October 30, 2005 (the first day of the Company's fourth fiscal
quarter), the annual Board retainer for non-management Directors will be
increased to $35,000. The Presiding Director will continue to receive an
additional annual retainer of $45,000.
In lieu of meeting fees, each member of the Audit Committee will receive an
annual retainer of $17,500 and the Audit Committee Chair will receive an annual
retainer of $30,000. These fees are expected to be reduced to $15,000 and
$25,000, respectively, in fiscal 2006. Each member of the Human Resources
Committee and Nominating & Governance Committee will receive an annual retainer
of $5,000. The Chairs of the Human Resources Committee and Nominating &
Governance Committee will each receive an annual retainer of $10,000.
The formula for granting options to non-management Directors has been replaced
by an annual grant of restricted stock units and options having an aggregate
value of $45,000.
Over a five-year period, non-management Directors will be required to acquire
(and thereafter maintain) an ownership position in Pep Boys stock equal to four
times the annual Board retainer. Ownership, for such purposes, is deemed to
include shares owned outright and restricted stock units and to exclude
unexercised stock options.
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Item 8.01. Other Events.
On September 16, 2005, the Company issued a press release announcing that its
Board of Directors approved a 12-month extension of the Company's current share
repurchase program. Share repurchases may continue to be made by the Company
from time-to-time in the open market or in privately negotiated transactions.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Press Release Dated September 16, 2005
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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
By: /s/ Harry F. Yanowitz
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Harry F. Yanowitz
Senior Vice President and Chief Financial
Officer
Date: September 16, 2005
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