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Pep Boys to Fill Board Vacancies at Annual Shareholders Meeting
August 3, 2006
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PHILADELPHIA -- The Pep Boys announced it will hold its 2006 Annual Meeting of Shareholders on Oct. 19. At the meeting, the board will address seat vacancies opened by the recent departure of three board members.

Director Benjamin Strauss, son of Pep Boys founder Maurice "Moe" Strauss, has retired from the board of directors in accordance with the board's mandatory retirement age policy. Additionally, director Malcolmn Pryor resigned from the board, citing no longer being eligible to serve on any board committees under NYSE rules as a consequence of his son's recent hiring by the company's independent auditors. The third opening is the result of the recent resignation of Lawrence Stevenson, the company’s former CEO.

The board has reached an agreement with a group of investors led by Barington Capital Group, L.P., collectively holding approximately 9.9 percent of the company's outstanding shares. Under the terms of the agreement, the company has agreed to, among other things, appoint four new directors proposed by the Barington group to the board, which has been increased in size to 10 directors, and make certain amendments to its shareholder rights agreement. The Barington group has agreed not to nominate persons for election as directors at the 2006 Annual Meeting and to support the reelection of the remaining six incumbent directors, as well as to abide by customary standstill provisions.

To fill the vacancies created by the increase in the size of the board and the recent resignations by Strauss, Pryor and Stevenson, Max Lukens, James Mitarotonda and James Williams have joined the board, effective immediately. Alan Bernikow has been chosen to join the board subject to required approval by his former employer. Should Bernikow not receive the necessary approval, or if he is unable to serve for any other reason, then the Barington group will propose another person to fill the board vacancy.

At its 2006 Annual Meeting in October, Bernikow, Lukens, Mitarotonda and Williams, together with current directors William Leonard, M. Shan Atkins, Peter Bassi, Robert Hotz, Jane Scaccetti and John Sweetwood, will stand for re-election to serve until the 2007 Annual Meeting of Shareholders.

Bernikow is the retired deputy chief executive officer of Deloitte & Touche LLP and currently serves on the board of directors of Casual Male Retail Group, Inc., Revlon, Inc., Mack-Cali Realty Corp. and UBS Global Asset Management Inc.

Lukens brings executive level experience to the board, having served as the CEO, president and chairman of both Stewart & Stevenson Services, Inc, a manufacturer of military tactical vehicles, and Baker Hughes Inc., an international oilfield services company. He also has 10 years of auditing experience with Deloitte Haskins & Sells, one of the predecessor firms to Deloitte & Touche LLP. He currently serves on the board of directors of NCI Building Systems, Inc. and Westlake Chemical Corp.

Mitarotonda is the chairman and chief executive officer of Barington Capital Group, L.P., an investment firm with a focus on concentrated value investing. He has more than 25 years of experience in both the retail and financial services sectors. He currently serves on the Board of Directors of A. Schulman, Inc., Dynabazaar, Inc. and L Q Corporation, Inc.

Williams is the President and CEO of Gold Toe Brands, Inc. He currently serves on the Board of Directors of Gold Toe Corporation, the parent company of Gold Toe Brands, Inc., and Powerlinx, Inc., and is the former Chairman of Maidenform Worldwide, Inc.

For more information about Pep Boys, go to: www.pepboys.com .

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