Travelzoo 2011 Annual Report Download - page 13

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12
Company, as of December 31, 2011, to beneficially own more than 5% of the outstanding shares of common stock of the Company. In
general, shares “beneficially owned” include those shares a person has or shares the power to vote, or the power to dispose of.
Beneficial Ownershi
p
Beneficial Owner
Number o
f
Shares(1)
Percent o
f
Total(2)
Directors and Named Executive Officers
Holger Bartel.........................................................................................................................................................
—
—
Ralph Bartel(3) ..................................................................................................................................................... 8,500,000 53.3%
David J. Ehrlich ....................................................................................................................................................
—
—
Glen Ceremony .....................................................................................................................................................
—
—
Christopher Lou
g
hlin ............................................................................................................................................
—
—
Donovan
N
eale-May .............................................................................................................................................
—
—
Shirley Tafoya .......................................................................................................................................................
—
—
Kell
y
M. Urso ....................................................................................................................................................... 525 *
Directors and executive officers as a group (8
p
ersons) ....................................................................................... 8,500,525 53.3%
Persons Ownin
g
More Than 5% of Common Stoc
k
____________
* Less than 1%
(1) Except as otherwise indicated and subject to applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all their shares of common stock.
(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 15,961,553 shares of common stock outstanding as of March 23, 2012,
plus the number of shares of common stock that such person or group had the right to acquire within 60 days after March 23,
2012.
(3) Ralph Bartel indirectly holds 100% of Azzurro Capital Inc., which is the holder of 8,500,000 shares, through the Ralph Bartel
2005 Trust.
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 SEC.
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, during fiscal 2011, all Section 16(a) filing requirements were satisfied on a timely basis,
except the Form 3 for the hiring of Glen Ceremony as Chief Financial Officer on June 15, 2011, which was filed on July 15, 2011.
Code of Ethics
We have adopted a code of ethics that applies to our Chief Executive Officer and our Chief Financial Officer, who also serves as
our principal accounting officer. This code of ethics is posted on our website located at 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 website, 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
We hold annual votes on executive compensation, in accordance with shareholder recommendation made at the 2011 annual
meeting. In light of last year’s shareholder approval the compensation for executives, there were no significant changes in executive