Travelzoo 2007 Annual Report Download - page 14

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(2) For each person and group indicated in this table, percentage ownership is calculated by dividing the number
of shares beneficially owned by such person or group by the sum of 14,250,479 shares of common stock
outstanding as of March 31, 2008, plus the number of shares of common stock that such person or group had
the right to acquire within 60 days after March 31, 2008.
(3) Holger Bartel indirectly holds 1% of Azzurro Capital Inc., which is the holder of 7,819,571 shares and options
to purchase 2,193,349 shares, through HBT Corporation LLC. Includes options to purchase 21,933 shares
which are currently exercisable or will be exercisable within 60 days of March 31, 2008.
(4) Ralph Bartel indirectly holds 99% of Azzurro Capital Inc., which is the holder of 7,819,571 shares and options
to purchase 2,193,349 shares, through the Ralph Bartel 2005 Trust. Includes options to purchase
2,171,416 shares which are currently exercisable or will be exercisable within 60 days of March 31, 2008.
(5) Consists of options to purchase 17,725 shares which are currently exercisable or will be exercisable within
60 days of March 31, 2008.
(6) Includes options to purchase 2,211,074 shares which are currently exercisable or will be exercisable within
60 days of March 31, 2008.
(7) Based solely on information reported on a Schedule 13G filed with the Securities and Exchange Commission
on February 5, 2008 by JPMorgan Chase & Co. As of December 31, 2007, 1,394,579 shares were beneficially
held by JPMorgan Chase & Co. of which it possessed sole voting power to 1,242,131 shares and sole
dispositive power to 1,394,579 shares.
(8) Based solely on information reported on a Schedule 13G filed with the Securities and Exchange Commission
on February 6, 2008 by Barclays Global Investors, NA. As of December 31, 2007, 928,332 shares were
beneficially held by Barclays Global Investors, NA and its affiliated entities of which it possessed sole voting
power to 740,542 shares and sole dispositive power to 928,332 shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, the Company’s directors, executive officers and
the beneficial holders of more than 10% of the Company’s common stock are required to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Such directors, executive officers and
beneficial holders of more than 10% of the Company’s common stock are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, based solely on a review of the copies of such forms furnished to the Company
or written representations from reporting persons, we believe that during fiscal 2007, all Section 16(a) filing
requirements were satisfied on a timely basis.
Code of Ethics
We have adopted a code of ethics that applies to our Chief Executive Officer, our Chief Financial Officer, and
our Controller for North America. This code of ethics is posted on our Web site located at www.corporate.-
travelzoo.com/governance. We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an
amendment to, or waiver from, a provision of this code of ethics by posting such information on our Web site, at the
address and location specified above. A copy of the code of ethics is also available in print to stockholders and
interested parties without charge upon written request delivered to our Corporate Secretary at Travelzoo Inc., 590
Madison Avenue, 37th Floor, New York, NY 10022.
Executive Compensation
Compensation Discussion and Analysis
Overview of Compensation Program
The following Compensation Discussion and Analysis, or “CD&A,” describes our overall compensation
philosophy and the primary components of our compensation program. Furthermore, the CD&A explains the
process by which the Compensation Committee or “Committee” determined the 2007 compensation for our Chief
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