Travelzoo 2009 Annual Report Download - page 5

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.
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, 2010. Azzurro Capital
Inc. has indicated that it intends to vote in favor of all of the director nominees.
Who is paying the costs of soliciting these proxies?
We are paying the cost of preparing, printing, mailing and otherwise distributing these proxy materials. We will
reimburse banks, brokerage firms, and others for their reasonable expenses in forwarding proxy materials to
beneficial owners and obtaining their instructions. A few of our officers and employees may also participate in the
solicitation, without additional compensation, by telephone, e-mail, other electronic means, or in person.
Where can I find the voting results of the meeting?
We intend to announce preliminary voting results at the meeting. We will publish the final results in a report on
Form 8-K, which we intend to file on or before June 7, 2010. You can obtain a copy of the Form 8-K by logging on to
Travelzoo’s investor relations Web site at www.travelzoo.com/ir, by calling the Securities and Exchange Com-
mission at (800) SEC-0330 for the location of the nearest public reference room, or through the EDGAR system at
www.sec.gov. Information on our Web site does not constitute part of this proxy statement.
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