Travelzoo 2013 Annual Report Download - page 5

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3
PROXY STATEMENT
FOR THE TRAVELZOO INC.
2014 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 2014 Annual Meeting of Stockholders. This proxy
statement includes information about the issues to be voted upon at the meeting.
Only stockholders of record of our common stock, par value $0.01 per share (the "Common Stock"), as of 5:00 p.m.
Eastern Time on March 14, 2014 (the "record date") will be entitled to notice of, and to vote at, the Annual Meeting. As of the
record date, there were 14,746,954 shares of our Common Stock issued and outstanding.
Where and when is the Annual Meeting?
The Annual Meeting of Stockholders will take place on May 9, 2014 at 590 Madison Avenue, 37th Floor, New York, NY
10022. The meeting will begin at 10:00 a.m. local time.
What am I voting on?
Stockholders will vote on three items:
A proposal to elect five members of the Company's Board, each to serve until the 2015 Annual
Meeting of Stockholders and until their successors are elected and qualified or until their earlier
resignation or removal ("Proposal 1");
To approve the issuance of shares of common stock on exercise of options, under a nonqualified
Stock Option Agreement, granted to the Company’s Chief Executive Officer (Proposal 2);
A proposal to approve, on an advisory basis, the compensation of the executive officers of the
Company ("Proposal 3"); and
To transact such other business as may properly come before the Annual Meeting or any
adjournment or postponement of the Annual Meeting.
How does the Board recommend that you vote on the proposals?
The Board recommends that you vote your shares "FOR" Proposal 1, Proposal 2 and Proposal 3.
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 March 14, 2014, 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?
Stockholders can vote by proxy or in person, however, granting a proxy does not in any way affect your right to attend
the Annual Meeting and vote 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
Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.
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 and "FOR" Proposal 2 and Proposal 3. If any other matter is properly