Travelzoo (TZOO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2025, will be held virtually; only shareholders of record as of April 9, 2025, may vote.

• Two main proposals: election of six directors and advisory vote on executive compensation.

• Board recommends voting FOR both proposals; quorum requires majority of outstanding shares present or by proxy.

• Largest shareholder, Azzurro Capital Inc. (Ralph Bartel), holds 38.2% of shares.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors for one-year terms expiring at the 2026 Annual Meeting.

• Proposal 2: Advisory vote to approve executive compensation (Say-on-Pay).

• Board recommends voting FOR both proposals; broker non-votes and abstentions do not affect outcomes.

• Shareholder proposals for the 2026 meeting must be received by December 23, 2025.

Board of directors and corporate governance

• Board expanded from five to six members in 2025; new nominee Sharry Sun.

• Four directors are independent per NASDAQ standards; two are not due to employment.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Disclosure (now management-only).

• Board diversity: 5 directors, 2 female, 3 male; Asian and White representation.

• Code of Ethics and process for stockholder communications in place.