Travelzoo 2014 Annual Report Download - page 8

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5
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, and 2 are considered "non-routine". Broker
non-votes will not have any effect with respect to Proposals 1, and 2, 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.
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.
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 obtain a copy of the Form 8-K
by logging on to Travelzoo's investor relations website at www.travelzoo.com/ir, by calling the Securities and Exchange
Commission (the "SEC") at (800) SEC-0330 for the location of the nearest public reference room, or through the EDGAR
system at www.sec.gov. Information on our website does not constitute part of this proxy statement.
ELECTION OF DIRECTORS (PROPOSAL 1)
Under Travelzoo's bylaws, the number of directors of Travelzoo is fixed, and may be increased or decreased from time
to time, by resolution of the Board of Directors. Each director holds office for a term of one year, until the annual meeting of
stockholders next succeeding the director's election and until a successor is elected and qualified or until the earlier resignation
or removal of the director. The following individuals have been nominated for election to our Board of Directors, each to serve
until the 2016 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier
resignation or removal.
Following is information about each nominee, including biographical data for at least the last five years. Should one or
more of these nominees become unavailable to accept nomination or election as a director, the individuals named as proxies on
the enclosed proxy card will vote the shares that they represent for the election of such other persons as the Board may
recommend, unless the Board reduces the number of directors. We have no reason to believe that any nominee will be unable or
unwilling to serve if elected as a director.
Nominees for a One-Year Term That Will Expire in 2016:
The ages, principal occupations, directorships held and other information as of March 6, 2015, with respect to our
nominees are shown below.
Name Age Position
Holger Bartel, Ph.D. 48 Chairman of the Board of Directors
Ralph Bartel, Ph.D. 49 Director
Michael Karg, Ph.D. (1) (2) (3) (4) 43 Director
Donovan Neale-May (1) (3) (4) 62 Director
Mary Reilly (1) (2) (4) 61 Director
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Disclosure Committee
(4) Member of the Nominating and Corporate Governance Committee