Travelzoo 2012 Annual Report Download - page 26

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Areas of Ms. Reilly's relevant experience: Accounting, finance, international management and non
-
executive directorships.
Required Vote
Our Certificate of Incorporation, as amended, does not authorize cumulative voting. Delaware law and our bylaws provide that directors are
to be elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the
election of directors. This means that the five (5) candidates receiving the highest number of affirmative votes at the Annual Meeting will be
elected as directors. Only shares that are voted in favor of a particular nominee will be counted toward that nominee's achievement of a plurality.
Shares present at the Annual Meeting that are not voted for a particular nominee or shares present by proxy where the stockholder properly
withheld authority to vote for such nominee will not be counted toward that nominee's achievement of a plurality. Thus, abstentions and broker
non
-
votes will have no effect on the election of directors. Proxies cannot be voted for a greater number of persons than the number of nominees
named.
Board of Directors' Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE FIVE (5) DIRECTOR
NOMINEES NAMED ABOVE.
The Board of Directors believes that each director nominee possesses the qualities and experience a member of Travelzoo's Board should
possess. The Board of Directors seeks out, and the Board of Directors is comprised of, individuals whose background and experience complement
those of other Board members.
20