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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
TRAVELZOO INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
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1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
(TRAVELZOO LOGO)
Travelzoo Inc.
590 Madison Avenue, 21st Floor
New York, NY 10022
May 3, 2004
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Travelzoo Inc. on June 2, 2004. We will hold the meeting at The Warwick
Hotel, Oxford Room, 65 West 54th Street, New York, New York 10019 at 2:00 p.m.
Eastern Standard Time.
In connection with the meeting, we enclose a notice of the meeting, a
proxy statement and a proxy card. Detailed information relating to Travelzoo's
activities and operating performance is contained in our 2003 Annual Report on
Form 10-K, as filed with the Securities and Exchange Commission, which is also
enclosed.
Whether or not you plan to attend the Annual Meeting of Stockholders,
please vote your shares via mail with the enclosed proxy card. Please note that
you can attend the meeting and vote in person, even if you have previously
voted. If you plan to attend the meeting in person, please provide advance
notice to Travelzoo by checking the box on your proxy card. In addition, you may
provide notice to Travelzoo that you plan to attend in person by delivering
written notice to Travelzoo's Secretary at 590 Madison Avenue, 21st Floor, New
York, New York 10022.
If you hold your shares in street name through a bank or broker, please
bring identification and proof of ownership, such as an account statement or
letter from your bank or broker, for admittance to the meeting. An admission
list containing the names of all of those planning to attend will be placed at
the registration desk at the entrance to the meeting. You must check in to be
admitted.
Travelzoo will make available an alphabetical list of stockholders
entitled to vote at the meeting for examination by any stockholder during
ordinary business hours at Travelzoo's principal executive offices, located at
590 Madison Avenue, 21st Floor, New York, New York 10022, from May 10, 2003
until the meeting.
On behalf of the entire Board of Directors, we look forward to seeing
you at the meeting.
Sincerely,
RALPH BARTEL
----------------------------------------------
Chairman of the Board of Directors, President,
Chief Executive Officer, and Secretary
TRAVELZOO INC.
590 MADISON AVENUE
21ST FLOOR
NEW YORK, NEW YORK 10022
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 2004
May 3, 2004
To the Stockholders of Travelzoo Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Travelzoo Inc., a Delaware corporation, will be held on Wednesday, June 2, 2004,
at 2:00 p.m. Eastern Standard Time at The Warwick Hotel, Oxford Room, 65 West
54th Street, New York, New York 10019, for the following purposes:
1. To elect five directors for terms expiring in 2005; and
2. To ratify the appointment of KPMG LLP as principal
independent auditors for the year 2004; and
3. To transact such other business as may properly come before
the Meeting or any adjournment or postponement of the Meeting.
Only stockholders of record at the close of business on April 30, 2004
may vote at the Meeting. Your vote is important. Whether you plan to attend the
Annual Meeting or not, PLEASE CAST YOUR VOTE BY COMPLETING, DATING AND SIGNING
THE ENCLOSED PROXY CARD AND RETURNING IT VIA MAIL TO THE ADDRESS INDICATED. If
you attend the meeting and prefer to vote in person, you may do so even if you
have previously voted by proxy.
By Order of the Board of Directors,
TRAVELZOO INC.
RALPH BARTEL
Chairman of the Board of Directors, President,
Chief Executive Officer, and Secretary
PROXY STATEMENT
FOR THE TRAVELZOO INC.
2004 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING
WHY AM I RECEIVING THESE PROXY MATERIALS?
Travelzoo's Board of Directors is soliciting proxies to be voted at the
2004 Annual Meeting of Stockholders. This proxy statement includes information
about the issues to be voted upon at the meeting.
On May 3, 2004, we began mailing these proxy materials to all
stockholders of record at the close of business on April 30, 2004. On the record
date, there were 15,309,483 shares of our common stock outstanding.
WHERE AND WHEN IS THE ANNUAL MEETING?
The Annual Meeting of Stockholders will take place on June 2, 2004 at
The Warwick Hotel, Oxford Room, 65 West 54th Street, New York, New York 10019.
The meeting will begin at 2:00 p.m. Eastern Standard Time.
WHAT AM I VOTING ON?
We are asking our stockholders to elect five directors and to ratify
the appointment of Travelzoo's independent auditors.
HOW MANY VOTES DO I HAVE?
You have one vote for each share of our common stock that you owned at
the close of business on April 30, 2004, the record date. These shares include:
o Shares held directly in your name as the "stockholder of
record," and
o Shares held for you as the beneficial owner through a broker,
bank, or other nominee in "street name."
IF I AM A STOCKHOLDER OF RECORD, HOW CAN I VOTE MY SHARES?
You can vote by proxy or in person.
HOW DO I VOTE BY PROXY?
If you are a stockholder of record, you may vote your proxy by mail. If
you receive a paper copy of the Proxy Statement, simply mark the enclosed proxy
card, date and sign it, and return it in the postage paid envelope provided. If
you receive the Proxy Statement via e-mail, please print the attached proxy
card, date and sign it, and return it via mail to Travelzoo Inc., Attention:
Secretary, 590 Madison Avenue, 21st Floor, New York, New York 10022.
If you vote by proxy, the persons named on the card (your "proxies")
will vote your shares in the manner you indicate. You may specify whether your
shares should be voted for all, some or none of the nominees for director or any
other proposals properly brought before the Annual Meeting. If you sign your
proxy card and do not indicate specific choices, your shares will be voted "FOR"
the election of all nominees for director. If any other matter is properly
brought before the meeting, your proxies will vote in accordance with their best
judgment. At the time of submitting this Proxy Statement for printing, we knew
of no matter that is required to 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:
o Submit a valid, later-dated proxy before the Annual Meeting,
o Notify our Secretary in writing before the Annual Meeting that
you have revoked your proxy, or
o 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 these materials 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. Our directors are elected by a plurality
of votes, which means that the nominees who receive the greatest number of votes
will be elected. Under our bylaws, a majority of the shares present at the
meeting in person or by proxy is required for approval of all other items.
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 our stock are present at the meeting,
either in person or by proxy.
If a broker indicates on its proxy that it does not have authority to
vote certain shares held in "street name" on particular proposals, the shares
not voted ("broker non-votes") will not have any effect with respect to such
proposals. Broker non-votes occur when brokers do not have discretionary voting
authority on certain proposals and the beneficial owner has not instructed the
broker how to vote on these proposals.
Mr. Bartel holds an aggregate of 13,620,374 shares of our common stock,
representing approximately 89% of the outstanding shares. He has indicated that
he intends to vote in favor of the director nominees and in favor of
ratification of the appointment of KPMG LLP.
WHAT ARE THE COSTS OF SOLICITING THESE PROXIES?
We are paying the cost of preparing, printing, mailing and otherwise
distributing these proxy materials. We will reimburse banks, brokerage firms,
and others for their reasonable expenses in forwarding proxy materials to
beneficial owners and obtaining their instructions. A few of our officers and
employees may also participate in the solicitation, without additional
compensation, by telephone, e-mail, other electronic means, or in person.
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 our Quarterly Report on Form 10-Q for the
second quarter of 2004, which we will file on or before August 15, 2004. You can
obtain a copy of the Form 10-Q by logging on to Travelzoo's investor relations
website at www.corporate.travelzoo.com/ir, by calling the Securities and
Exchange Commission 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 (PROXY ITEM NO. 1)
Under Travelzoo's certificate of incorporation, 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. Each nominee is currently a
director of Travelzoo.
NOMINEES FOR A ONE-YEAR TERM THAT WILL EXPIRE IN 2005:
The ages, principal occupations, directorships held and other
information as of April 30, 2004, with respect to our nominees are shown below.
NAME AGE POSITION
----------------------- --- --------------------------------------
Ralph Bartel, Ph.D. (2) 38 Chairman of the Board of Directors,
President, and Chief Executive Officer
David J. Ehrlich (1) 41 Director
Suzanna Mak (3) 35 Director
Donovan Neale-May (1) 51 Director
Kelly M. Urso (1)(2)(3) 37 Director
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Disclosure Committee
Each of the director nominees listed above was elected to be a director
at the Company's Annual Meeting of Stockholders held on June 4, 2003. Our board
of directors has determined that each of Mr. Ehrlich, Ms. Mak, Mr. Neale-May,
and Ms. Urso meet the independence requirements of the listing standards of the
National Association of Securities Dealers (the "NASD").
Ralph Bartel, 38, founded Travelzoo in May 1998 and has served as our
Chairman of the Board of Directors, President and Chief Executive Officer since
inception. Prior to his founding of Travelzoo, from 1996 to 1997, Mr. Bartel
served as Managing Assistant at Gruner + Jahr AG, the magazine division of
Bertelsmann AG. Mr. Bartel holds a Ph.D. in Communications from the University
of Mainz, Germany, an MBA in Finance and Accounting from University of St.
Gallen, Switzerland, and a Master's degree in Journalism from University of
Eichstaett, Germany.
David J. Ehrlich, 41, has served as a director since February 1999.
Since February 2003, Mr. Ehrlich has been Vice President of Corporate
Development for NetIQ Corporation. From 1998 to 2002, Mr. Ehrlich held the
position of Vice President, Product Management and Strategic Partnering for
Visual Networks, Inc. Mr. Ehrlich holds a bachelor's degree in Sociology, a
Master's degree in Industrial Engineering from Stanford University, and an MBA
from Harvard Business School.
Suzanna Mak, 35, has served as a director since February 1999. Since
November 2003, she has been employed as Chief Operating Officer for PC-Doctor,
Inc. From March 2000 to November 2003, she was employed as a Deputy District
Attorney for Yolo County. From 1998 to 1999, Ms. Mak served as a Judicial
Officer at Stanford University. Ms. Mak holds a bachelor's degree from Stanford
University and a Juris Doctor degree from Santa Clara University.
Donovan Neale-May, 51, has served as a director since February 1999.
Since 1987, Mr. Neale-May has been President of Neale-May & Partners, a
strategic marketing and public relations firm with 80 full-time communications
professionals headquartered in Palo Alto, California.
Kelly M. Urso, 37, has served as a director since February 1999. Since
July 2003, Ms. Urso has been a principal at K. M. Urso & Company, LLC. From
September 2001 to July 2003, Ms. Urso was employed as a tax attorney by Reynolds
& Rowella LLP. From 1997 to 2001, Ms. Urso served as the leader of the
expatriate tax group at General Electric International, Inc. Ms. Urso holds a
bachelor's degree in business administration from the University of Cincinnati
and a Juris Doctor degree from the Thomas M. Cooley Law School in Lansing,
Michigan.
The Board of Directors is not aware that any nominee named in this
Proxy Statement is unwilling or unable to serve as a director. If, however, a
nominee is unavailable for election, your proxy authorizes the named designees
to vote for a replacement nominee if the Board of Directors names one.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THESE NOMINEES.
BOARD MEETINGS AND COMMITTEES
The Board of Directors has appointed an Audit Committee, a Disclosure
Committee, and a Compensation Committee. Below is a table indicating the
membership of each of the Audit Committee, Disclosure Committee, and
Compensation Committee and how many times the Board of Directors and each such
committee met in fiscal year 2003. Each of Mr. Bartel, Mr. Ehrlich, Ms. Mak, Mr.
Neale-May and Ms. Urso attended at least 75 percent of the total number of
meetings of the Board of Directors and of the committees on which he or she
serves.
BOARD AUDIT COMPENSATION DISCLOSURE
----- ------ ------------ ----------
Mr. Bartel.................. Chair Chair
Mr. Ehrlich................. Member Chair
Ms. Mak..................... Member Chair
Mr. Neale-May............... Member Member
Ms. Urso.................... Member Member Member Member
Number of 2003 Meetings..... 4 4 1 4
The Company does not require that directors attend the Annual Meeting.
Ralph Bartel, our Chairman of the Board of Directors, was the only director who
attended the 2003 Annual Meeting.
AUDIT COMMITTEE
The Audit Committee's primary responsibilities are to oversee and
monitor (i) the integrity of Travelzoo's financial statements, (ii) the
qualifications and independence of our independent auditor, (iii) the
performance of our independent auditor and internal audit staff, and (iv) the
compliance by Travelzoo with legal and regulatory requirements. A complete
description of the committee's responsibilities is set forth in its written
charter. The Audit Committee is responsible for appointing the auditors and is
directly responsible for the compensation and oversight of the work of our
independent auditors. The Audit Committee is composed solely of independent
directors as defined in The NASDAQ Stock Market Rules and operates under a
written charter adopted by the entire Board of Directors. The Board has
determined that Mr. Neale-May qualifies as an audit committee financial expert
within the definition of SEC regulations.
COMPENSATION COMMITTEE
The Compensation Committee reviews and approves the compensation and
benefits for the Company's executive officers and directors, and makes
recommendations to the Board of Directors regarding such matters. The Report of
the Compensation Committee is included on page __.
DISCLOSURE COMMITTEE
The Disclosure Committee's primary responsibilities are (i) to design,
establish and evaluate controls and other procedures that are designed to ensure
the accuracy and timely disclosure of information to the SEC and investment
community and (ii) to review and supervise preparation of all SEC filings, press
releases and other broadly disseminated correspondence.
NOMINATING COMMITTEE
Travelzoo does not have a nominating committee of the Board of
Directors. Since it is a "Controlled Company" under NASDAQ Rule 4350(c)(5), on
account of the stock ownership by Mr. Bartel, such a committee is not required.
COMMUNICATIONS WITH DIRECTORS
The board has established a process to receive communications from
stockholders. Stockholders and other interested parties may contact any member
(or all members) of the board, or the non-management directors as a group, any
board committee or any chair of any such committee by mail or electronically. To
communicate with the board of directors, any individual directors or any group
or committee of directors, correspondence should be addressed to the board of
directors or any such individual directors or group or committee of directors by
either name or title. All such correspondence should be sent "c/o Corporate
Secretary" at 590 Madison Avenue, 21st Floor, New York, NY 10022.
All communications received as set forth in the preceding paragraph
will be opened by the Corporate Secretary for the sole purpose of determining
whether the contents represent a message to our directors. Any contents that are
not in the nature of advertising, promotions of a product or service, patently
offensive material or matters deemed inappropriate for the board of directors
will be forwarded promptly to the addressee. In the case of communications to
the board or any group or committee of directs, the Corporate Secretary will
make the sufficient copies (or forward such information in the case of e-mail)
of the contents to send to each director who is a member of the group or
committee to which the envelope or e-mail is addressed.
It is the Company's policy that directors are invited and encouraged to
attend the Annual Meeting. One of our directors was in attendance at the 2003
Annual Meeting.
AUDIT COMMITTEE REPORT
The Audit Committee oversees Travelzoo's financial reporting process on
behalf of your Board of Directors. Management is primarily responsible for the
financial statements and reporting process including the systems of internal
controls, while the independent auditors are responsible for performing an
independent audit of Travelzoo's consolidated financial statements in accordance
with auditing standards generally accepted in the United States, and expressing
an opinion on the conformity of those financial statements with accounting
principles generally accepted in the United States.
In this context, the committee has met and held discussions with
management and the independent auditors. The committee discussed with
Travelzoo's independent auditors the overall scope and plan for their audit. The
committee met, at least quarterly, with the independent auditors, with and
without management present, and discussed the results of their examinations,
their evaluations of Travelzoo's internal controls, and the overall quality of
Travelzoo's financial reporting. Management represented to the committee that
Travelzoo's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States. The committee has
reviewed and discussed the consolidated financial statements with management and
the independent auditors, including their judgments as to the quality, not just
the acceptability, of Travelzoo's accounting principles and such other matters
as are required to be discussed with the committee under auditing standards
generally accepted in the United States.
Travelzoo's independent auditors also provided to the committee the
written disclosures required by the Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the committee discussed
with the independent auditors that firm's independence, including those matters
required to be discussed by Statement on Auditing Standards No. 61.
In reliance on the reviews and discussions referred to above, the
committee recommended to the Board of Directors (and the Board of Directors has
approved) that the audited financial statements be included in the Annual Report
on Form 10-K for the fiscal year ended December 31, 2003 for filing with the
SEC. The committee has retained KPMG LLP as Travelzoo's independent auditors for
fiscal year 2004.
While the committee has the responsibilities and powers set forth in
its charter, it is not the duty of the committee to plan or conduct audits or to
determine that Travelzoo's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditors. Nor is it the duty of
the committee to conduct investigations or to assure compliance with laws and
regulations and Travelzoo's business conduct policies.
Audit Committee
David J. Ehrlich (Chairman)
Donovan Neale-May
Kelly M. Urso
DIRECTOR COMPENSATION
During 2003, we compensated Mr. Ehrlich, Ms. Mak, Mr. Neale-May, and
Ms. Urso for their services to us. Such compensation consisted of cash paid to
each director as shown in the table below.
NAME 2003 COMPENSATION
---- -----------------
Mr. Bartel.................. N/A
Mr. Ehrlich................. $ 20,000
Ms. Mak..................... $ 15,250
Mr. Neale-May............... $ 16,000
Ms. Urso.................... $ 26,750
Directors are compensated based on a hourly rate based upon their
attendance of meetings.
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the amount of our common stock beneficially
owned as of April 30, 2004, by each director and each of the executive officers
listed in the Summary Compensation Table on page __ of this proxy statement, and
all current directors and executive officers as a group. In general, shares
"beneficially owned" include those shares a person has or shares the power to
vote, or the power to dispose of. The table also shows the number of options to
purchase shares of our common stock that are exercisable, either immediately or
by July 2, 2004:
AMOUNT OF COMMON STOCK
BENEFICIALLY OWNED
------------------------------------------------------------
NUMBER OF EXERCISABLE % OF SHARES
NAME SHARES(1) OPTIONS(2) TOTAL OUTSTANDING
------------------------------------- ------------ ------------ ------------ ------------
Holger Bartel ....................... 18,825 -- 18,825 *
Ralph Bartel ........................ 13,620,374 2,193,349 15,813,723 90%
David J. Ehrlich .................... -- 35,000 35,000 *
Kelly N. Ford ....................... 340 -- 340 *
Steven M. Ledwith ................... 16 -- 16 *
Suzanna Mak ......................... 10,006 35,000 45,006 *
Donovan Neale-May ................... 110,000 35,000 145,000 1%
Lisa Su ............................. 1,006 -- 1,006 *
Shirley Tafoya ...................... -- -- -- --
Kelly M. Urso ....................... 10,010 35,000 45,010 *
Directors and executive officers as
a group (10 persons) ................ 13,770,577 2,333,349 16,103,926 91%
----------
* Represents less than 1% of the outstanding shares of common stock.
(1) All shares are held directly.
(2) Shares that could be acquired by exercising stock options through July 2,
2004.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows all persons or entities that we know to
beneficially own more than 5% of our stock as of April 30, 2004:
NUMBER OF PERCENT OF
SHARES OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK(1) COMMON STOCK
---------------------------------------- --------------- ------------
Ralph Bartel ........................... 15,813,723 90%
590 Madison Avenue
21st Floor
New York, New York 10022
----------
(1) Includes 2,193,349 shares of common stock that could be acquired by
exercising stock options through July 2, 2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, the Company's
directors, executive officers and the beneficial holders of more than 10% of the
Company's common stock are required to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Based on our records and
other information, the Company believes that during 2003 all applicable Section
16(a) filing requirements were met, except that, due to administrative
oversight, one late filing of Form 3 were made for each of Holger Bartel and
Steven Ledwith.
CODE OF ETHICS
We have adopted a code of ethics that applies to our Chief Executive
Officer, who is also our Chief Financial Officer, and our Controller (Chief
Accounting Officer). This code of ethics is posted on our Website located at
www.corporate.travelzoo.com/governance. We intend to satisfy the disclosure
requirement under Item 10 of Form 8-K regarding an amendment to, or waiver from,
a provision of this code of ethics by posting such information on our Website,
at the address and location specified above.
OUR EXECUTIVE OFFICERS
Executive officers are elected annually by the Board and serve at the
discretion of the Board. Set forth below is information regarding our executive
officers as of April 30, 2004:
NAME AGE POSITION
-------------------- --- -------------------------------------------------------
Ralph Bartel, Ph.D. 38 President, Chief Executive Officer, and Chief Financial
Officer and Chairman of the Board of Directors
Holger Bartel, Ph.D. 37 Executive Vice President
Kelly N. Ford 36 Vice President of Marketing
Steven M. Ledwith 46 Chief Technology Officer
Lisa Su 29 Controller (Chief Accounting Officer)
Shirley Tafoya 41 Senior Vice President of Sales
Ralph Bartel founded Travelzoo in May 1998 and has served as our
President, Chief Executive Officer and Chairman of the Board of Directors since
inception. Prior to his founding of Travelzoo, from 1996 to 1997, Mr. Bartel
served as Managing Assistant at Gruner + Jahr AG, the magazine division of
Bertelsmann AG. Mr. Bartel holds a Ph.D. in Communications from the University
of Mainz, Germany, an MBA in Finance and Accounting from the University of St.
Gallen, Switzerland, and a Master's degree in Journalism from University of
Eichstaett, Germany.
Holger Bartel has served as Executive Vice President since September
1999. From 1995 to 1998, Mr. Bartel worked as an Engagement Manager at McKinsey
& Company in Los Angeles. From 1992 to 1994, Mr. Bartel was a research fellow at
Harvard Business School. Mr. Bartel holds an MBA in Finance and Accounting and a
Ph.D. in Economics from the University of St. Gallen, Switzerland. He is the
brother of Ralph Bartel.
Kelly N. Ford has served as Vice President of Marketing since December
2002. From February 2001 to December 2002, Mr. Ford worked as Director of Media
Strategy and Development at America Online Inc. From January 2000 to November
2000, Mr. Ford worked as Vice President of Marketing at ISalvage.com, Inc. From
1992 to 2000, Mr. Ford worked at Campbell Soup Company as Marketing Director.
Mr. Ford holds a bachelor's degree in Electrical Engineering with Computer
Science Specialty from Stanford University and an MBA from INSEAD.
Steven M. Ledwith has served as our Chief Technology Officer since
January 2000. From January 1998 to January 2000, Mr. Ledwith worked as Senior
Mechanical Engineer at Radix Technologies, Inc. Mr. Ledwith holds a bachelor's
degree in Thermomechanical Engineering from University of Illinois at Chicago
Circle.
Lisa Su has served as Controller (Chief Accounting Officer) since
October 2000. From April 1999 to September 2000, Ms. Su was a Treasury
Accountant for Webvan Group, Inc. Ms. Su holds a bachelor's degree in
Economics/Accounting from Claremont McKenna College and an MBA in Finance from
California State University, Hayward.
Shirley Tafoya has served as Senior Vice President of Sales since May
2001. From August 1999 to March 2001, Ms. Tafoya worked as Director of Western
Sales at Walt Disney Internet Group. From 1998 to 1999, Ms. Tafoya worked as
Sales Manager at IDG/International Data Group. From 1994 to 1998, Ms. Tafoya
worked as Director, Global Accounts, at CMP Media. Ms. Tafoya holds a bachelor's
degree in Business Administration from Notre Dame de Namur University.
EXECUTIVE COMPENSATION
The following table sets forth summary information concerning all
compensation we paid our chief executive officer and each of our executive
officers during the years ended December 31, 2001, 2002 and 2003.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- --------------
SHARES
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)(1) COMPENSATION
---------------------------- ------- ------------ ------------ -------------- ------------
Ralph Bartel ............... 2003 $ 196,002 -- -- --
Chairman, President, Chief 2002 $ 192,000 -- 5,000 --
Executive Officer, and ... 2001 $ 192,000 -- 30,000 --
Secretary
Lisa Su .................... 2003 $ 124,339 -- -- --
Controller ............... 2002 $ 103,337 -- -- --
2001 $ 87,667 -- -- --
Steven Ledwith ............. 2003 $ 147,126 -- -- --
Chief Technology Officer . 2002 $ 130,000 -- -- --
2001 $ 120,000 -- -- --
Holger Bartel .............. 2003 $ 246,495 -- -- --
Executive Vice President . 2002 $ 240,000 -- -- --
2001 $ 240,000 -- -- --
Shirley Tafoya ............. 2003 $ 354,200 -- -- --
Senior VP of Sales ....... 2002 $ 294,275 -- -- --
2001 $ 134,448 -- -- --
Kelly Ford ................. 2003 $ 186,133 -- -- --
VP of Marketing .......... 2002 $ 13,925 -- -- --
----------
(1) The options issued to Mr. Bartel during 2001 and 2002 constitute
compensation for participation on the Board of Directors.
EMPLOYMENT AGREEMENTS
Ralph Bartel has entered into an employment agreement with us. His
current employment agreement became effective on July 1, 2003, and provides for
an annual salary of $200,000. We may terminate the agreement with or without
cause by delivering two weeks' advance written notice to Mr. Bartel. He may
terminate his employment agreement with or without cause by delivering two
weeks' advance written notice to us.
Mr. Bartel has agreed not to compete with us, solicit our suppliers or
employees or reveal our confidential information during the term of his
employment agreement and for one year thereafter. In addition, Mr. Bartel is
bound by a proprietary inventions agreement which prohibits him from, among
other things, disseminating or using confidential information about our business
or clients in any way that would be adverse to us.
CERTAIN TRANSACTIONS
On October 22, 2003, we entered into an underwriting agreement with Mr.
Bartel and with Wedbush Morgan Securities, Inc., relating to the secondary
offering through Wedbush Morgan of up to 402,500 shares of common stock of the
company held by Mr. Bartel. The offering was intended primarily to allow
Travelzoo to satisfy the requirement for listing on the NASDAQ SmallCap Market
that it have at least 300 round lot holders of its common stock. Because of the
anticipated benefit to the Company and its stockholders of such listing, the
Board of Directors of the Company approved the payment by the Company of the
expenses of the offering, in the amount of approximately $328,000, consisting
primarily of legal and accounting fees. Following completion of such offering,
the common stock of Travelzoo was admitted to the NASDAQ SmallCap market on
December 30, 2003. Mr. Bartel paid the underwriting discount relating to the
sale of his shares.
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to our executive officers during fiscal year
2003.
OPTION EXERCISES AND YEAR-END VALUES
The following table contains information concerning options exercised
by our executive officers during fiscal year 2003 and unexercised options held
on December 31, 2003:
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS
OPTIONS/SARS AT FY
AT FY-END END ($)(1)
SHARES ACQUIRED VALUE (#) EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
------------ ---------------- ---------------- ---------------- ----------------
Ralph Bartel -- -- 2,193,349/0 $17,766,127/$0
----------
(1) Calculated by (A) determining the difference between (1) the average of the
high and low trading prices per share of Travelzoo's common stock on
December 31, 2003 and (2) the exercise price of the option and (B)
multiplying such difference by the total number of shares under option, net
of the aggregate value of all option exercise proceeds.
STOCK OPTION PLAN
We do not currently have any stock option plan or other equity based
compensation plans in effect.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee consists of two directors, one of whom is an
independent director. Mr. Bartel does not participate in the committee's
decision as to his specific compensation package. The committee regularly
reviews the company's executive compensation polices and practices and
establishes the compensation of executive officers.
COMPENSATION PRINCIPLES
The fundamental objective of Travelzoo's executive compensation program
is to attract, retain and motivate key executives to enhance long-term
profitability and shareholder value. Travelzoo's executive compensation program
meets this objective by:
o providing for a level of compensation that is competitive with
other similarly sized publicly traded companies, with
particular emphasis on those in the Internet and media
industries, and
o linking the compensation of executives to the operating and
financial performance of the company by reviewing the salary
regularly and making adjustments relative to the company's
overall performance.
SALARY
Travelzoo targets executives' annual salaries to be competitive with
comparable companies in the Internet and media industries with whom the company
competes for management. It considers the experience and performance of the
individual executive, the compensation of his or her peers in the industry, the
responsibilities and change in responsibilities during the past year of the
individual executive, the overall performance of the department under the
executive's control and the overall performance of the entire company. The
committee does not have a formula for its determination and the committee
considers all factors in making its decision. Executive salaries are reviewed
annually by the committee.
STOCK-BASED COMPENSATION
Travelzoo did not compensate executives with stock or stock options in
2003.
CEO COMPENSATION
The CEO's compensation is determined in accordance with the executive
compensation principles established by the committee. The committee considers
overall performance, individual performance, competitive compensation and
targeted pay levels when determining Mr. Bartel's compensation. His current
employment agreement became effective on July 1, 2003, and provides for an
annual salary of $200,000. Mr. Bartel's annual salary was increased to $200,000
from $192,000 as of July 1, 2003.
Compensation Committee
Ralph Bartel (Chairman)
Kelly M. Urso
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2003, Ralph Bartel, the Chief Executive Officer of Travelzoo,
was a member of the Compensation Committee. Mr. Bartel did not participate in
the determination of his compensation as CEO during 2003.
PERFORMANCE GRAPH
The following graph compares, for the two year period ending December 31, 2003,
the cumulative total stockholder return for Travelzoo, the NASDAQ Stock Market
(U.S. companies) Index (the "NASDAQ Market Index"), and the Standard & Poor's
500 Publishing Index (the "S&P 500 Publishing"). Measurement points are the last
trading day of each of the Company's fiscal years ended December 31, 2002 and
December 31, 2003. The graph assumes that $100 was invested on December 31, 2002
in the Common Stock of the Company, the NASDAQ Market Index and the S&P 500
Publishing and assumes reinvestment of any dividends. The stock price
performance on the following graph is not indicative of future stock price
performance.
(PERFORMANCE GRAPH)
Measurement Point Travelzoo Inc. NASDAQ Market Index S&P 500 Publishing
------------------ -------------- ------------------- ------------------
12/31/2002 $ 100.00 $ 100.00 $ 100.00
12/31/2003 $ 217.50 $ 149.51 $ 118.80
RATIFICATION OF INDEPENDENT AUDITORS (PROXY ITEM NO. 2)
Our Audit Committee, pursuant to its charter, has approved the
appointment of KPMG LLP as Travelzoo's principal independent auditors to examine
the consolidated financial statements of Travelzoo and its subsidiaries for our
2004 fiscal year.
The Audit Committee and our Board of Directors are requesting that the
stockholders ratify the appointment of KPMG LLP as Travelzoo's principal
independent auditors. The Audit Committee and the Board of Directors are not
required to take any action as a
result of the outcome of the vote on this proposal. However, if the stockholders
do not ratify the appointment, the Audit Committee may investigate the reasons
for stockholder rejection and may consider whether to retain KPMG LLP or to
appoint other independent auditors. Furthermore, even if the appointment is
ratified, the Audit Committee in its discretion may approve the appointment of
different independent auditors at any time during the year if they determine
that such a change would be in the best interests of Travelzoo and its
stockholders.
KPMG LLP representatives are not expected to be present at the Annual
Meeting or to make a formal statement. Consequently, representatives of KPMG LLP
will not be available to respond to questions at the meeting.
During fiscal year 2003, KPMG charged fees for services rendered to
Travelzoo as follows:
SERVICE 2002 FEES 2003 FEES
-------------------- ---------- ----------
Audit .............. $ 170,985 $ 181,950
Audit-related ...... -- $ 89,900
Tax ................ -- --
All other fees ..... -- --
---------- ----------
Total .............. $ 170,985 $ 271,850
========== ==========
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS TRAVELZOO'S PRINCIPAL INDEPENDENT AUDITORS FOR THE
YEAR 2004.
VOTING
Under the Delaware General Corporation Law and our certificate of
incorporation and bylaws, the presence, in person or represented by proxy, of
the holders of a majority of the outstanding shares of our stock is necessary to
constitute a quorum of stockholders to take action at the Annual Meeting. Once a
quorum of stockholders is established, the affirmative vote of a plurality of
the shares, which are present in person or represented by proxy at the Annual
Meeting, is required to elect each director. The affirmative vote of a majority
of the shares which are voted in favor of any other matter properly brought
before the Annual Meeting is required to approve of such action.
Shares represented by proxies which are marked "vote withheld" with
respect to the election of any person to serve on the Board of Directors will
not be considered in determining whether such a person has received the
affirmative vote of a plurality of the shares. Shares represented by proxies
that are marked "abstain" with respect to any other proposal will not be
considered in determining whether such proposal has received the affirmative
vote of a majority of the shares and such proxies will not have the effect of a
"no" vote. Shares represented by proxies which deny the proxy-holder
discretionary authority to vote on any other proposal will not be considered in
determining whether such proposal has received the affirmative vote of a
majority of the shares and such proxies will not have the effect of a "no" vote.
We know of no matters to come before the Annual Meeting except as
described in this Proxy Statement. If any other matters properly come before the
Annual Meeting, the proxies solicited hereby will be voted on such matters in
accordance with the judgment of the persons voting such proxies.
STOCKHOLDER PROPOSALS FOR THE 2005 ANNUAL MEETING
Proposals of eligible stockholders intended to be presented at the 2005
Annual Meeting, currently scheduled to be held on June 8, 2005, must be received
by us by January 3, 2005 for inclusion in our proxy statement and proxy relating
to that meeting. Upon receipt of any such proposal, we will determine whether or
not to include such proposal in the proxy statement and proxy in accordance with
regulations governing the solicitation of proxies.
If a stockholder wishes to present a proposal at Travelzoo's Annual
Meeting in the year 2005 or to nominate one or more directors and the proposal
is not intended to be included in Travelzoo's proxy statement relating to that
meeting, the stockholder must give advance written notice to Travelzoo by March
15, 2005. These requirements are separate from and in addition to the
requirements a stockholder must meet to have a proposal included in our proxy
statement.
Any such notice must be given to our Secretary, at 590 Madison Avenue,
21st Floor, New York, New York, 10022. Any stockholder desiring a copy of our
bylaws will be forwarded one upon written request.
HOUSEHOLDING
As permitted by applicable law, only one copy of this Proxy Statement
is being delivered to stockholders residing at the same address, unless such
stockholders have notified the Company of their desire to receive multiple
copies of the Proxy Statement.
The Company will promptly deliver, upon oral or written request, a
separate copy of the Proxy Statement to any stockholder residing at an address
to which only one copy was mailed. Requests for additional copies should be
directed to Investor Relations, Travelzoo Inc., 590 Madison Avenue, 21st Floor,
New York, New York, 10022 or by telephone at (212) 521-4200.
OTHER
We will bear the cost of solicitation of proxies. Proxies will be
solicited by mail and also may be solicited by our executive officers and other
employees personally or by telephone, but such persons will not be specifically
compensated for such services. It is contemplated that brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the soliciting
material to the beneficial owners of stock held of record by such persons and we
will reimburse them for their reasonable expenses incurred therein.
Even if you plan to attend the meeting in person, please sign, date and
return the enclosed proxy promptly in accordance with the instructions shown on
the enclosed proxy. You have the power to revoke your proxy, at any time before
it is exercised, by giving written notice of revocation to our Secretary or by
duly executing and delivering a proxy bearing a later date, or by attending the
Annual Meeting and casting a contrary vote. All shares represented by proxies
received in time to be counted at the Annual Meeting will be voted. Your
cooperation in giving this your immediate attention will be appreciated.
Ralph Bartel
Chairman of the Board, President, Chief Executive
Officer, and Secretary
590 Madison Avenue, 21st Floor
New York, New York 10022
TRAVELZOO INC.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ralph Bartel as his/her Proxy, with full power
of substitution, to represent him/her at the Annual Meeting of Stockholders of
Travelzoo Inc. (the "Company") on June 2, 2004, or any adjournments or
postponements thereof. If you do not indicate how you wish to vote, the Proxy
will vote for all nominees to the Board of Directors, for the ratification of
the appointment of KPMG LLP to serve as the Company's independent auditors for
the year ending December 31, 2004, and as he may determine, in his discretion,
with regard to any other matter properly presented at the meeting.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
TRAVELZOO INC.
Mailing Instructions
If you receive this proxy card via mail, please date and sign it, and return it
in the postage paid envelope provided.
If you receive this proxy card via e-mail, please print the proxy card, date and
sign it, and return it to:
Travelzoo Inc.
Attention: Secretary
590 Madison Avenue
21st Floor
New York, NY 10022
DETACH PROXY CARD HERE
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE
1. ELECTION OF [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
DIRECTORS (except as marked to the contrary, if any, below) to vote for all nominees listed below
Nominees: 01 Ralph Bartel, 02 David Ehrlich, 03 Suzanna Mak, 04 Donovan
Neale-May, 05 Kelly Urso. (TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
2. THE PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP TO SERVE AS INDEPENDENT
AUDITORS FOR THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING
DECEMBER 31, 2004
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SAID MEETING AND ANY
POSTPONEMENT OR ADJOURNMENT THEREOF
The undersigned hereby acknowledges receipt
of the Proxy Statement and 2003 Annual
Report of Travelzoo Inc.
Date , 2004
----------------------------------
--------------------------------------------
(signature)
--------------------------------------------
(signature, if jointly held)
Please sign exactly as name appears at left.
If stock is jointly held each owner should
sign. Executors, Administrators, Trustees,
Guardians and Corporate Officers should
indicate their fiduciary capacity or full
title when signing.
Please sign exactly as your name or names
appears herein. A proxy executed by a
corporation should be signed in the name(s)
of its authorized officer(s). Executors,
administrators and trustees should so
indicate when signing.
MARK HERE IF YOU
[ ] INTEND TO ATTEND
THE MEETING