Travelzoo 2008 Annual Report Download - page 22

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 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.
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
This proxy statement is available on the Internet at corporate.travelzoo.com/annualreport.
Stockholder Proposals for the 2010 Annual Meeting
Proposals of eligible stockholders intended to be presented at the 2010 Annual Meeting must be received by us
by February 4, 2010 for inclusion in our proxy statement and proxy relating to that meeting. Upon receipt of any
such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy in
accordance with regulations governing the solicitation of proxies.
If a stockholder wishes to present a proposal at Travelzoo’s 2010 Annual Meeting or to nominate one or more
directors and the proposal is not intended to be included in Travelzoo’s proxy statement relating to that meeting, the
stockholder must give advance written notice to Travelzoo by March 15, 2010. These requirements are separate
from and in addition to the requirements a stockholder must meet to have a proposal included in our proxy
statement.
Any such notice must be delivered or mailed to our Corporate Secretary, at Travelzoo Inc., 590 Madison
Avenue, 37th Floor, New York, New York 10022. Any stockholder desiring a copy of our bylaws will be forwarded
one upon written request.
Householding
As permitted by applicable law, only one copy of this Proxy Statement is being delivered to stockholders
residing at the same address, unless such stockholders have notified the Company of their desire to receive multiple
copies of the Proxy Statement.
The Company will promptly deliver, upon oral or written request, a separate copy of the Proxy Statement to
any stockholder residing at an address to which only one copy was mailed. Requests for additional copies, or
requests for a single copy to be delivered to a shared address should be directed to Investor Relations, Travelzoo
Inc., 590 Madison Avenue, 37th Floor, New York, New York 10022 or by telephone at [phone].
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