Travelzoo 2003 Annual Report Download - page 6

May I revoke my proxy?
If you give a proxy, you may revoke it in any one of three ways:
‚ Submit a valid, later-dated proxy before the Annual Meeting,
‚ Notify our Secretary in writing before the Annual Meeting that you have revoked your proxy, or
‚ Vote in person at the Annual Meeting.
How do I vote in person?
If you are a stockholder of record, you may cast your vote in person at the Annual Meeting.
If I hold shares in street name, how can I vote my shares?
You can submit voting instructions to your broker or nominee. In most instances, you will be able to do
this over the Internet or by mail. Please refer to the voting instruction card included in these materials by your
broker or nominee.
What vote is required to approve each proposal?
Each share of our common stock is entitled to one vote with respect to each matter on which it is entitled
to vote. Our directors are elected by a plurality of votes, which means that the nominees who receive the
greatest number of votes will be elected. Under our bylaws, a majority of the shares present at the meeting in
person or by proxy is required for approval of all other items.
In order to have a valid stockholder vote, a stockholder quorum must exist at the Annual Meeting. A
quorum will exist when stockholders holding a majority of the outstanding shares of our stock are present at
the meeting, either in person or by proxy.
If a broker indicates on its proxy that it does not have authority to vote certain shares held in ""street
name'' on particular proposals, the shares not voted (""broker non-votes'') will not have any eÅect with respect
to such proposals. Broker non-votes occur when brokers do not have discretionary voting authority on certain
proposals and the beneÑcial owner has not instructed the broker how to vote on these proposals.
Mr. Bartel holds an aggregate of 13,620,374 shares of our common stock, representing approximately 89%
of the outstanding shares. He has indicated that he intends to vote in favor of the director nominees and in
favor of ratiÑcation of the appointment of KPMG LLP.
What are the costs of soliciting these proxies?
We are paying the cost of preparing, printing, mailing and otherwise distributing these proxy materials.
We will reimburse banks, brokerage Ñrms, and others for their reasonable expenses in forwarding proxy
materials to beneÑcial owners and obtaining their instructions. A few of our oÇcers and employees may also
participate in the solicitation, without additional compensation, by telephone, e-mail, other electronic means,
or in person.
Where can I Ñnd the voting results of the meeting?
We intend to announce preliminary voting results at the meeting. We will publish the Ñnal results in our
Quarterly Report on Form 10-Q for the second quarter of 2004, which we will Ñle on or before August 15,
2004. You can obtain a copy of the Form 10-Q by logging on to Travelzoo's investor relations website at
www.corporate.travelzoo.com/ir, by calling the Securities and Exchange Commission at (800) SEC-0330 for
the location of the nearest public reference room, or through the EDGAR system at www.sec.gov. Information
on our website does not constitute part of this proxy statement.
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