Travelzoo 2013 Annual Report Download - page 9

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7
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 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 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.
CORPORATE GOVERNANCE
Board Meetings and Committees
The Board of Directors has appointed an Audit Committee, a Compensation Committee, a Disclosure Committee and
a Nominating and Corporate Governance Committee. Below is a table indicating the membership of each of the Audit
Committee, Compensation Committee, and Disclosure Committee and how many times the Board of Directors and each such
committee met in fiscal year 2013. Each of Mr. Holger Bartel, Mr. Ralph Bartel, Mr. Ehrlich, Mr. Karg, Mr. Neale-May, Ms.
Reilly and Ms. Urso attended at least 75 percent of the total number of meetings of the Board of Directors and of the
committees on which he or she serves during the period such persons served.
Board Audit Compensation Disclosure
Nominating and
Corporate
Governance
Mr. Holger Bartel Chair
Mr. Ralph Bartel Member
Mr. Ehrlich (1) Member Chair Member
Mr. Neale-May (3) Member Member Member Member/Chair Chair
Ms. Kelly Urso (1) Member Member Chair Chair
Mr. Michael Karg (2) Member Member Chair Member Member
Ms. Mary Reilly (2) Member Chair Member Member
Number of 2013
Meetings 4414—
(1) During the fiscal year ended December 31, 2013, two members of the Board of Directors, who were determined
previously by the Board to be independent, Mr. Ehrlich and Ms. Urso, served as directors and members of certain
committees, until the date of the 2013 Annual Meeting held on September 12, 2013.
(2) During the fiscal year ended December 31, 2013, two members of the Board of Directors, Mr. Karg and Ms. Reilly,
began their service as directors and members of certain committees after the 2013 Annual Meeting held on September
12, 2013.