Travelzoo 2013 Annual Report Download - page 6

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brought before the meeting, your proxies will vote in accordance with their discretion. At the time of submitting this proxy
statement for printing, we knew of no matter that will be acted on at the Annual Meeting other than those discussed in this
proxy statement.
If you wish to give a proxy to someone other than the persons named on the enclosed proxy card, you may strike out
the names appearing on the card and write in the name of any other person, sign the proxy, and deliver it to the person whose
name has been substituted.
May I revoke my proxy?
If you give a proxy, you may revoke it in any one of three ways:
• Submit a valid, later-dated proxy before the Annual Meeting,
• Notify our Corporate Secretary in writing at Travelzoo Inc., Attention: Corporate Secretary, 800 W. El Camino Real,
Suite 275, Mountain View, CA 94040 before the Annual Meeting that you have revoked your proxy, or
• Vote in person at the Annual Meeting.
How do I vote in person?
If you are a stockholder of record, you may cast your vote in person at the Annual Meeting.
If I hold shares in street name, how can I vote my shares?
You can submit voting instructions to your broker or nominee. In most instances, you will be able to do this over the
Internet or by mail. Please refer to the voting instruction card included in the materials provided by your broker or nominee.
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.
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 of Proposal 2.
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.
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 Mr. Ralph Bartel, a member of our Board, holds an aggregate of
7,230,538 shares of our Common Stock, representing approximately 49.0% of the outstanding shares, as of March 14, 2014.
Azzurro Capital Inc. currently holds a proxy given to it by Mr. Holger Bartel that provides it with a total of 50.4% of the voting
power.
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, and 3 are considered "non-routine". Broker
non-votes will not have any effect with respect to Proposals 1, 2 and 3, 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.