Travelzoo 2012 Annual Report Download - page 50

STOCKHOLDER PROPOSALS FOR THE 2014 ANNUAL MEETING
It is contemplated that the next annual meeting of stockholders will be held on or about September 12, 2014. Stockholders may submit
proposals on matters appropriate for stockholder action at annual meetings in accordance with the rules and regulations adopted by the SEC. For
a stockholder proposal to be included in the Company
’ s proxy statement and identified in its form of proxy in connection with the Company ’ s
annual meeting of stockholders, it must be received by the Company at least 120 calendar days prior to the one - year anniversary of the date that
the Company's proxy statement was released to the stockholders in connection with the previous year's annual meeting. As a result, stockholder
proposals submitted for consideration at the 2014 annual meeting must be received no later than April 2, 2014, to be included in the 2014 proxy
materials. Rule 14a - 8 of the Exchange Act provides additional information regarding the content and the procedures applicable to the submission
of stockholder proposals to be included in the Company's proxy materials for its next Annual Meeting.
If a stockholder wishes to present a proposal at Travelzoo's 2014 Annual Meeting or to nominate one or more directors and the proposal is
not intended to be included in Travelzoo's proxy statement relating to that meeting, the stockholder must give advance written notice to Travelzoo
by March 15, 2014. These requirements are separate from and in addition to the requirements a stockholder must meet to have a proposal included
in our proxy statement.
Any such notice must be delivered or mailed to our Corporate Secretary, at Travelzoo Inc., 800 W. El Camino Real, Suite 275, Mountain
View, CA 94040.
HOUSEHOLDING
We have adopted a procedure approved by the SEC called "householding." Under this procedure, a householding notice will be sent to
stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials, and they will receive only
one copy of our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to not participate in
householding and continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each stockholder who
participates in householding will continue to receive a separate proxy card.
The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement and annual report to any
stockholder participating in householding. Stockholders who share an address with other stockholders and are eligible for householding, but
currently receive multiple copies of our annual reports and proxy statements, or who have multiple accounts in their names, can authorize us to
discontinue mailings of multiple annual reports and proxy statements. Requests for additional copies, or requests for a single copy to be delivered
to a shared address should be directed to Investor Relations, Travelzoo Inc., 590 Madison Avenue, 37th Floor, New York, New York 10022 or by
telephone at (212) 484
- 4900.
EXPENSES AND SOLICITATION COSTS
We will bear the cost of solicitation of proxies. We have also engaged Georgeson Inc. to solicit proxies. For its services, we will pay
Georgeson Inc. a fee of $8,500 plus out
- of - pocket expenses. Proxies will be solicited by mail and also may be solicited by our executive officers and
other employees personally or by telephone, but such persons will not be specifically compensated for such services. It is contemplated that
brokerage houses, custodians, nominees and fiduciaries will be requested to forward the soliciting material to the beneficial owners of stock held
of record by such persons and we will reimburse them for their reasonable expenses incurred in connection therewith.
590 Madison Avenue, 37th Floor
New York, New York 10022
HOLGER BARTEL
Chairman of the Board of Directors
43