UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2022
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-50171 | 36-4415727 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
590 Madison Avenue, 35th Floor New York, New York | 10022 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (212) 484-4900 |
| (Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | TZOO | | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2022, Travelzoo (the “Company”) entered into an amendment (the “Amendment”) to that certain Employment Agreement of Mr. Holger Bartel, the Company’s Global Chief Executive Officer, dated as of September 28, 2015, as amended (the “Employment Agreement”), which was authorized and approved by the Compensation Committee of the Board of Directors (the “Committee”).
The Amendment increased Mr. Holger Bartel’s annual salary to $450,000 and included an annual cash bonus opportunity for Mr. Bartel of up to $150,000, based on the achievement of three (3) strategic goals, to be determined by the Committee at the beginning of each year. The achievement of each goal would result in a payment of $50,000 within 60 days’ following the end of the applicable year, in the discretion of the Committee.
No other provisions of the Employment Agreement were modified by the Amendment.
The Amendment was unanimously authorized and approved by the Committee, which consists solely of independent directors, and which engaged an independent consultant to advise on Mr. Holger Bartel’s compensation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | TRAVELZOO |
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| Date: | February 25, 2022 | By: | /s/ Lisa Su |
| | | Lisa Su Chief Accounting Officer |
