Travelzoo 2009 Annual Report Download - page 23

Independent Public Accountants
KPMG LLP (“KPMG”) served as Travelzoo’s independent registered public accounting firm for our 2009
fiscal year. KPMG representatives are not expected to be present at the Annual Meeting or to make a formal
statement. Consequently, representatives of KPMG will not be available to respond to questions at the meeting.
The Audit Committee has not yet selected our independent registered public accounting firm for our 2010
fiscal year. The Audit Committee annually reviews the performance of our independent registered public
accounting firm and the fees charged for their services. This review has not yet been completed. Based upon
the results of this review, the Audit Committee will determine which independent registered public accounting firm
to engage to perform our annual audit. Stockholder approval of our accounting firm is not required by our bylaws or
otherwise required to be submitted to the stockholders.
Principal Accountant Fees and Services
During fiscal year 2008 and 2009, KPMG charged fees for services rendered to Travelzoo as follows:
Service 2008 Fees 2009 Fees
Audit fees(1) ................................................ $924,685 $941,571
Audit-related fees ............................................ — —
Tax fees(2) ................................................. 20,692 —
All other fees ............................................... — —
Total ...................................................... $945,377 $941,571
(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.
(2) Tax fees consisted of tax advice and tax planning fees.
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 2008 and 2009, 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
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