Travelzoo 2010 Annual Report Download - page 26

(1) Audit fees consisted of fees for professional services rendered for the annual audit of Company’s consolidated
financial statements and review of the interim consolidated financial statements included in the quarterly
reports and audit services rendered in connection with other statutory or regulatory filings.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm
The Audit Committee pre-approves all audit and permissible non-audit services provided by the Company’s
independent registered public accounting firm. These services may include audit services, audit-related services,
tax and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to
the particular service or category of services and is generally subject to a specific budget. The independent
registered public accounting firm and management are required to periodically report to the Audit Committee
regarding the extent of services provided by the independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve
particular services on a case-by-case basis. During 2009 and 2010, all services provided by KPMG were pre-
approved by the Audit Committee in accordance with this policy.
Voting
Under the Delaware General Corporation Law and our certificate of incorporation and bylaws, the presence, in
person or represented by proxy, of the holders of a majority of the outstanding shares of our stock is necessary to
constitute a quorum of stockholders to take action at the Annual Meeting. Once a quorum of stockholders is
established, the affirmative vote of a plurality of the shares, which are present in person or represented by proxy at
the Annual Meeting, is required to elect each director. The affirmative vote of a majority of the shares entitled to
vote and present in person or by proxy in favor of any other matter properly brought before the Annual Meeting is
required to approve of such action.
Shares represented by proxies which are marked “vote withheld” with respect to the election of any person to
serve on the Board of Directors will not be considered in determining whether such a person has received the
affirmative vote of a plurality of the shares. Shares represented by proxies that are marked “abstain” with respect to
any other proposal will not be considered in determining whether such proposal has received the affirmative vote of
a majority of the shares and such proxies will not have the effect of a “no” vote.
Shares represented by proxies which deny the proxy-holder discretionary authority to vote on any proposal will
not be considered in determining whether such proposal has received the affirmative vote of a majority of the shares
and such proxies will have the effect of a “no” vote.
To approve, on an advisory non-binding basis, the Company’s executive compensation, the affirmative vote of
a majority of the shares present at the meeting in person or by proxy is required for approval. Abstentions will have
the same effect as negative votes. Broker non-votes will not be considered as present and will not be counted for the
purpose of determining whether the proposals have been approved.
To approve, on an advisory non-binding basis, the frequency of the advisory vote on executive compensation,
the frequency of the advisory vote on executive compensation receiving the greatest number of votes (every one,
two or three years) will be considered the frequency approved by stockholders. Abstentions and broker non-votes
will have no effect on such vote.
We know of no matters to come before the Annual Meeting except as described in this Proxy Statement. If any
other matters properly come before the Annual Meeting, the proxies solicited hereby will be voted on such matters
in accordance with the judgment of the persons voting such proxies.
Availability of the Proxy Materials
“IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON JUNE 2, 2011.”
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