Travelzoo 2012 Annual Report Download - page 9

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. Approval of Proposal 1
requires the affirmative vote of stockholders holding both (A) a majority of the issued and outstanding shares of Common Stock, and (B) a
majority of the issued and outstanding shares of Common Stock that are not held or controlled, directly or indirectly, by directors or officers of the
Company, including, without limitation, the shares held by Azzurro Capital Inc., our principal stockholder. Pursuant to our bylaws, our directors
are elected by a plurality of the votes cast, which means that the nominees who receive the greatest number of votes will be elected. The
affirmative vote of a majority of the shares of the Company ’ s Common Stock present in person or represented by proxy and entitled to vote on the
proposal will be considered as the approval, by an advisory vote, of Proposal 3. Approval of Proposal 4 requires the affirmative vote of a majority
of the shares present in person or by proxy and entitled to vote on the proposal. As discussed below, such approval would not, by itself,
implement majority voting.
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 Common Stock are present at the meeting, either in person or by proxy.
Azzurro Capital Inc., whose beneficial owner is Ralph Bartel, a member of our Board, holds an aggregate of 7,230,538 shares of our Common
Stock, representing approximately 47.1% of the outstanding shares, as of June 27, 2013 . Azzurro Capital Inc. has indicated that it intends to vote its
shares in favor of Proposal 1.
All properly executed proxies delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting as specified in
such proxies. As noted above, if no voting instructions are indicated, proxies will be voted as recommended by our Board on all matters, and in the
discretion of the proxy holder on any other matters that properly come before the Annual Meeting.
What is a broker non - vote and how are broker non - votes and abstentions counted?
A broker “non
- vote” occurs when a nominee holding shares of Common Stock for the beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the
beneficial owner. Brokers that have not received voting instructions from their clients cannot vote on their clients' behalf on "non - routine"
proposals. The vote on Proposals 1, 2, 3 and 4 are considered "non - routine". Broker non - votes will not have any effect with respect to Proposals
2, 3 and 4, as shares that constitute broker non - votes are not considered entitled to vote but will be counted for the purposes of obtaining a
quorum for the Annual Meeting. Since approval of Proposal 1 requires the affirmative vote of stockholders holding a majority of the issued and
outstanding shares of Common Stock, broker - non votes will have the same effect as a vote against Proposal 1.
Abstentions are counted as "shares present" at the Annual Meeting for purposes of determining the presence of a quorum and with
respect to any matters being voted upon at the Annual Meeting. Abstentions will have no effect on the outcome of the election of directors, but
with respect to any other proposal an abstention will have the same effect as a vote against such proposal.
Who is soliciting my vote and who is paying the costs of soliciting these proxies?
The Board of Directors is soliciting your vote by mail though this proxy statement. 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. 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 within four business days following the Annual Meeting. You can
3