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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: |
o Preliminary Proxy Statement | |
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
þ Definitive Proxy Statement | |
o Definitive Additional Materials | |
o Soliciting Material Pursuant to §240.14a-12 |
Travelzoo Inc.
Payment of Filing Fee (Check the appropriate box):
þ No fee required. | |
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) Title of each class of securities to which transaction applies: |
2) Aggregate number of securities to which transaction applies: |
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
4) Proposed maximum aggregate value of transaction: |
5) Total fee paid: |
o Fee paid previously with preliminary materials. |
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) Amount Previously Paid: |
2) Form, Schedule or Registration Statement No.: |
3) Filing Party: |
4) Date Filed: |
SEC 1913 (02-02) | Persons who 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. |
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Travelzoo Inc. | |
590 Madison Avenue, 21st Floor | |
New York, NY 10022 |
Sincerely, | |
Ralph Bartel | |
Chairman of the Board of Directors, President, | |
Chief Executive Officer, and Secretary |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | ||||||||
INFORMATION ABOUT THE ANNUAL MEETING | ||||||||
ELECTION OF DIRECTORS (PROXY ITEM NO. 1) | ||||||||
RATIFICATION OF INDEPENDENT AUDITORS (PROXY ITEM NO. 2) |
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1. To elect five directors for terms expiring in 2006; and | |
2. To ratify the appointment of KPMG LLP as principal independent auditors for the year 2005; and | |
3. To transact such other business as may properly come before the Meeting or any adjournment or postponement of the Meeting. |
By Order of the Board of Directors, | |
Travelzoo Inc. | |
Ralph Bartel | |
Chairman of the Board of Directors, President, | |
Chief Executive Officer, and Secretary |
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• | Shares held directly in your name as the “stockholder of record,” and | |
• | Shares held for you as the beneficial owner through a broker, bank, or other nominee in “street name.” |
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• | Submit a valid, later-dated proxy before the Annual Meeting, | |
• | Notify our Secretary in writing before the Annual Meeting that you have revoked your proxy, or | |
• | Vote in person at the Annual Meeting. |
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Name | Age | Position | ||||
Ralph Bartel, Ph.D.(2) | 39 | Chairman of the Board of Directors, President, and Chief Executive Officer | ||||
Holger Bartel, Ph.D. | 38 | Executive Vice President | ||||
David J. Ehrlich(1) | 42 | Director | ||||
Donovan Neale-May(1) | 53 | Director | ||||
Kelly M. Urso(1)(2)(3) | 39 | Director |
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
(3) | Member of the Disclosure Committee |
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Board | Audit | Compensation | Disclosure | |||||||||||||
Mr. Ralph Bartel | Chair | Chair | ||||||||||||||
Mr. Ehrlich | Member | Chair | ||||||||||||||
Mr. Neale-May | Member | Member | ||||||||||||||
Ms. Urso | Member | Member | Member | Member | ||||||||||||
Number of 2004 Meetings | 4 | 4 | 1 | 4 |
Audit Committee |
Compensation Committee |
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Disclosure Committee |
Nominating Committee |
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Audit Committee | |
David J. Ehrlich(Chairman) | |
Donovan Neale-May | |
Kelly M. Urso |
2004 | ||||
Name | Compensation | |||
Mr. Ralph Bartel | N/A | |||
Mr. Ehrlich | $ | 20,000 | ||
Mr. Neale-May | $ | 20,000 | ||
Ms. Urso | $ | 27,500 |
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Amount of Common Stock Beneficially Owned | ||||||||||||||||
Number of | Exercisable | % of Shares | ||||||||||||||
Name | Shares(1) | Options(2) | Total | Outstanding | ||||||||||||
Holger Bartel | 20 | — | 20 | * | ||||||||||||
Ralph Bartel | 12,755,374 | 2,193,349 | 14,948,723 | 81 | % | |||||||||||
David J. Ehrlich | — | — | — | — | ||||||||||||
Kelly N. Ford | — | — | — | — | ||||||||||||
Steven M. Ledwith | 16 | — | 16 | * | ||||||||||||
Donovan Neale-May | — | — | — | — | ||||||||||||
Lisa Su | 6 | — | 6 | * | ||||||||||||
Shirley Tafoya | — | — | — | — | ||||||||||||
Kelly M. Urso | — | 17,725 | 17,725 | * | ||||||||||||
Directors and executive officers as a group (10 persons) | 12,755,416 | 2,211,074 | 14,966,490 | 81 | % |
* | 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 1, 2005. |
Number of | Percent of | |||||||
Shares of | Outstanding | |||||||
Name and Address of Beneficial Owner | Common Stock(1) | Common Stock | ||||||
Ralph Bartel | 14,948,723 | 81% | ||||||
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 1, 2005. |
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Name | Age | Position | ||||
Ralph Bartel, Ph.D. | 39 | President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors, and Secretary | ||||
Holger Bartel, Ph.D. | 38 | Executive Vice President | ||||
Kelly N. Ford | 37 | Vice President of Marketing | ||||
Steven M. Ledwith | 47 | Chief Technology Officer | ||||
Lisa Su | 30 | Controller (Chief Accounting Officer) | ||||
Shirley Tafoya | 42 | Senior Vice President of Sales |
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Long Term | |||||||||||||||||||||
Annual Compensation | Compensation | ||||||||||||||||||||
Shares | |||||||||||||||||||||
Fiscal | Underlying | All Other | |||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Options (#)(1) | Compensation | ||||||||||||||||
Ralph Bartel | 2004 | $ | 225,001 | 15,000 | — | — | |||||||||||||||
Chairman, President, Chief | 2003 | $ | 196,002 | — | — | ||||||||||||||||
Executive Officer, and | 2002 | $ | 192,000 | — | 5,000 | — | |||||||||||||||
Secretary | |||||||||||||||||||||
Lisa Su | 2004 | $ | 133,801 | 15,000 | — | — | |||||||||||||||
Controller | 2003 | $ | 124,339 | — | — | — | |||||||||||||||
2002 | $ | 103,337 | — | — | — | ||||||||||||||||
Steven Ledwith | 2004 | $ | 162,215 | 15,000 | — | — | |||||||||||||||
Chief Technology Officer | 2003 | $ | 147,126 | — | — | — | |||||||||||||||
2002 | $ | 130,000 | — | — | — | ||||||||||||||||
Holger Bartel | 2004 | $ | 273,000 | 15,000 | — | — | |||||||||||||||
Executive Vice President | 2003 | $ | 246,495 | — | — | — | |||||||||||||||
2002 | $ | 240,000 | — | — | — | ||||||||||||||||
Shirley Tafoya | 2004 | $ | 386,512 | 15,000 | — | — | |||||||||||||||
Senior Vice President of | 2003 | $ | 294,275 | — | — | — | |||||||||||||||
Sale | 2002 | $ | 134,448 | — | — | — | |||||||||||||||
Kelly Ford | 2004 | $ | 200,001 | 15,000 | — | — | |||||||||||||||
Vice President of Marketing | 2003 | $ | 186,133 | — | — | — | |||||||||||||||
2002 | $ | 13,925 | — | — | — |
(1) | The options issued to Ralph Bartel during 2002 constitute compensation for participation on the Board of Directors. |
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Number of Securities | Value of Unexercised | |||||||||||||||
Underlying Unexercised | In-The-Money Options/ | |||||||||||||||
Shares Acquired | Value | Options/SARS at FY-End(#) | SARs at FY-End($)(1) | |||||||||||||
Name | on Exercise | Realized($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
Ralph Bartel | — | — | 2,193,349/0 | $ | 211,354,977/$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, 2004 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. |
Compensation Principles |
• | 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 | |
• | 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 |
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Stock-Based Compensation |
CEO Compensation |
Compensation Committee | |
Ralph Bartel(Chairman) | |
Suzanna Mak | |
Kelly M. Urso |
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Measurement Point | 12/31/2002 | 12/31/2003 | 12/31/2004 | |||||||||||||
Travelzoo Inc. | $ | 100.00 | $ | 217.50 | $ | 2,385.75 | ||||||||||
NASDAQ Market Index | $ | 100.00 | $ | 149.51 | $ | 162.36 | ||||||||||
S&P 500 Publishing | $ | 100.00 | $ | 118.80 | $ | 115.28 | ||||||||||
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Service | 2003 Fees | 2004 Fees | ||||||
Audit fees | $ | 181,950 | $ | 214,170 | ||||
Audit-related fees | $ | 89,900 | $ | 67,309 | ||||
Tax fees | — | — | ||||||
All other fees | — | — | ||||||
Total | $ | 271,850 | $ | 281,479 | ||||
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Ralph Bartel | |
Chairman of the Board, President, Chief Executive Officer, and Secretary |
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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 1, 2005, 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, 2005, 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)
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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 | o | FORall nominees listed below | o | WITHHOLD AUTHORITY | |||||
DIRECTORS | (except as marked to the contrary, if any, below) | to vote for all nominees listed below |
Nominees:01 Ralph Bartel, 02 Holger Bartel, 03 David Ehrlich, 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, 2005 |
o FOR o AGAINST o 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 2004 Annual Report of Travelzoo Inc. | ||||
Date , 2005 | ||||
(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. |
o | MARK HERE IF YOU INTEND TO ATTEND THE MEETING |