Travelzoo 2010 Annual Report Download - page 5

printing, we knew of no matter that will be acted on at the Annual Meeting other than those discussed in this Proxy
Statement.
If you wish to give a proxy to someone other than the persons named on the enclosed proxy card, you may
strike out the names appearing on the card and write in the name of any other person, sign the proxy, and deliver it to
the person whose name has been substituted.
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 Corporate 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 the materials provided 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 effect with respect to such
proposals. Broker non-votes occur when brokers do not have discretionary voting authority on certain proposals and
the beneficial owner has not instructed the broker how to vote on these proposals.
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.
Azzurro Capital Inc., whose beneficial owner is Ralph Bartel, holds an aggregate of 10,900,489 shares of our
common stock, representing approximately 66% of the outstanding shares, as of March 31, 2011. Azzurro Capital
Inc. has indicated that it intends to vote in favor of all of the director nominees, in favor of approval of the issuance
of shares of common stock on exercise of options granted to our Chief Executive Officer, in favor of approval of the
Company’s executive compensation, and in favor of setting the frequency of advisory votes as one.
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