Travelzoo 2015 Annual Report Download - page 12

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8
Caroline Tsay has been a member of Travelzoo's Board of Directors since August 2015. She has been Vice President
and General Manager of the HP Software Online Business at Hewlett-Packard Company since March 2013. From April 2007 to
March 2013, she held several product leadership positions across the consumer search, e-commerce, and advertising businesses
at Yahoo!. She is a member of the Board of Directors of Rosetta Stone, a company listed on the New York Stock Exchange.
Rosetta Stone provides technology-based language learning products. Ms. Tsay holds a master's degree in management science
and engineering and a bachelor's degree in computer science from Stanford University. She speaks English and Mandarin.
Areas of Ms. Tsay’s relevant experience include product development, e-commerce and strategy.
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 seven 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 SEVEN 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.