TRAVELZOO
For the period ended Apr 20, 2026. Filed Mar 11, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 20, 2026 · Filed Mar 11, 2026
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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 ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary proxy statement |
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| ☐ | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive proxy statement |
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| ☐ | Definitive additional materials |
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| ☐ | Soliciting material pursuant to §240.14a-12 |
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Travelzoo
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Payment of filing fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| Travelzoo | |
| 590 Madison Avenue, 35th Floor | |
| New York, NY 10022 |
March 11, 2026
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of Travelzoo on April 20, 2026 at 10 a.m. Eastern Time (ET). Travelzoo will hold its 2026 Annual Meeting in a virtual meeting format only, via webcast. You can access the meeting at:
www.virtualshareholdermeeting.com/TZOO2026
If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.
In connection with the meeting, we enclose a notice of the meeting, a proxy statement and a proxy card. This proxy statement or notice thereof is first being mailed or furnished to stockholders on or about March 11, 2026. Detailed information relating to Travelzoo’s activities and operating performance is contained in our 2025 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 11, 2026, which is also enclosed. We encourage you to read the Form 10-K.
To attend the Annual Meeting of Stockholders and vote, you must be a stockholder of record as of 5:00 p.m. ET on March 5, 2026. You will be able to attend the Annual Meeting as well as vote during the meeting by visiting the link provided above and entering the 16-digit number included in your proxy card.
If you hold your shares in street name through a bank, broker, or other nominee, please have the control number set forth on your proxy card available for admittance to the meeting. You must check in via the meeting link in order to be admitted to the Annual Meeting of Stockholders.
Your vote is important. 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 virtual meeting and vote, even if you have previously voted by proxy.
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 office, located at 590 Madison Avenue, 35 th Floor, New York, NY 10022, U.S.A., for ten days prior to the meeting. A stockholder may examine the list for any legally valid purpose related to the meeting.
On behalf of the entire Board of Directors of Travelzoo, we look forward to seeing you at the meeting.
Sincerely,
CHRISTINA SINDONI CIOCCA
Chair of the Board of Directors
TRAVELZOO
590 Madison Avenue
35th Floor
New York, NY 10022
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 20, 2026
To the Stockholders of Travelzoo:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Travelzoo, a Delaware corporation (“Travelzoo” or the “Company”), will be held on April 20, 2026 at 10 a.m. ET, in a virtual meeting format only, via webcast available at www.virtualshareholdermeeting.com/TZOO2026, for the following purposes:
| • | To elect five members of the Company’s Board of Directors (the “Board”), each to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal (“Proposal 1”); |
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| • | To vote to approve an option grant to the Global Chief Executive Officer (“Proposal 2”); |
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| • | To vote to approve an option grant to the General Manager, U.S. (“Proposal 3”); |
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| • | To vote to approve an option grant to the Head of Engineering (“Proposal 4”); |
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| • | To vote, on an advisory basis, to approve executive compensation (“Proposal 5”); and |
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| • | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
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Only stockholders of record as of 5:00 p.m. ET on March 5, 2026 may vote at the Annual Meeting of Stockholders. 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 the methods indicated on the proxy card. If you attend the virtual meeting and prefer to vote at that time, you may do so even if you have previously voted by proxy. Please retain the control number set forth on your proxy card so that we can verify your identity to admit you to the virtual meeting.
By Order of the Board of Directors,
TRAVELZOO
CHRISTINA SINDONI CIOCCA
Chair of the Board of Directors
TRAVELZOO
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