Travelzoo (TZOO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 20, 2026, with voting eligibility for shareholders of record as of March 5, 2026.

• Five proposals are up for vote: election of five directors, approval of option grants to three executives, and an advisory vote on executive compensation.

• The Board recommends voting in favor of all proposals.

• Azzurro Capital Inc., controlled by Ralph Bartel, holds 33.5% of outstanding shares.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors for one-year terms expiring at the 2027 annual meeting.

• Proposal 2: Approve an option grant to the Global Chief Executive Officer.

• Proposal 3: Approve an option grant to the General Manager, U.S.

• Proposal 4: Approve an option grant to the Head of Engineering.

• Proposal 5: Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• The Board consists of five members, with three independent directors per NASDAQ standards.

• Committee structure includes Audit, Compensation, Disclosure, and Nominating and Corporate Governance Committees.

• The Nominating and Corporate Governance Committee recommended board changes for best practices, including director rotation.

• The Board oversees enterprise risk, with the Audit Committee reviewing risk management policies annually.

• Insider Trading Policy and Code of Ethics are in place and accessible to stakeholders.