Travelzoo 2010 Annual Report Download - page 4

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PROXY STATEMENT
FOR THE TRAVELZOO INC.
2011 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING
Why am I receiving these proxy materials?
Travelzoo’s Board of Directors is soliciting proxies to be voted at the 2011 Annual Meeting of Stockholders.
This proxy statement includes information about the issues to be voted upon at the meeting.
On or about May 6, 2011, we intend to mail and send electronically these proxy materials to all stockholders of
record at the close of business on April 15, 2011. On the record date, there were 16,461,553 shares of our common
stock outstanding.
Where and when is the Annual Meeting?
The Annual Meeting of Stockholders will take place on June 2, 2011 at The Warwick Hotel, 65 West
54th Street, New York, New York 10019. The meeting will begin at 10:00 a.m. local time.
What am I voting on?
Stockholders will vote on four items:
• The election to the Board of Directors of the five nominees named in this Proxy Statement;
• The approval of the issuance of shares of common stock on exercise of options granted to the Company’s
Chief Executive Officer under a nonqualified Stock Option Agreement;
• An advisory vote on executive compensation; and
• An advisory vote on the frequency of future advisory votes on executive compensation.
How many votes do I have?
You have one vote for each share of our common stock that you owned at the close of business on April 15,
2011, the record date. These shares include:
• Shares held directly in your name as the “stockholder of record” and
• Shares held for you as the beneficial owner through a broker, bank, or other nominee in “street name.”
If I am a stockholder of record, how can I vote my shares?
You can vote by proxy or in person.
How do I vote by proxy?
If you are a stockholder of record, you may vote your proxy by mail. If you receive a paper copy of the Proxy
Statement, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope
provided. If you receive the Proxy Statement via e-mail, please print the attached proxy card, date and sign it, and
return it via mail to Travelzoo Inc., Attention: Corporate Secretary, 590 Madison Avenue, 37th Floor, New York,
New York 10022.
If you vote by proxy, the persons named on the card (your “proxies”) will vote your shares in the manner you
indicate. You may specify whether your shares should be voted for all, some or none of the nominees for director or
any other proposals properly brought before the Annual Meeting. If you sign your proxy card and do not indicate
specific choices, your shares will be voted “FOR” the election of all nominees for director, “FOR” Proposal 2,
“FOR” Proposal 3 and “ONE YEAR” for Proposal 4. If any other matter is properly brought before the meeting,
your proxies will vote in accordance with their best judgment. At the time of submitting this Proxy Statement for