Travelzoo filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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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): April 26, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Option Grant to Holger Bartel, Global Chief Executive Officer
On March 28, 2024, Travelzoo (the “Company”) entered into a Nonqualified Stock Option Agreement (the “Option Agreement”) with Holger Bartel, Global Chief Executive Officer, pursuant to which the Company granted Mr. Bartel the option to purchase 600,000 shares of the Company’s common stock (such option being hereinafter referred to as the “Option”). The Compensation Committee of the Board of Directors of the Company (the “Committee) engaged an independent compensation consultant to advise on the terms of the Option. The Option Agreement and the Option were subject to approval by the stockholders of the Company.
The Committee, which is comprised solely of independent directors, unanimously approved the Option and the Option Agreement after confirming with an independent compensation consultant that both are in line with historical practices of the Company and market practice. On April 26, 2024, the stockholders of the Company approved the Option Agreement and the Option.
The exercise price of the Option is $8.58 per share. The Option will vest semi-annually over two years in equal installments of 25%, with first vesting on June 30, 2024. The Option cannot be exercised after the expiration of the term of the Option, which is five (5) years from the date of grant.
The information set forth above relating to the Option Agreement between the Company and Mr. Bartel is qualified in its entirety by reference to the full text of the agreement, which was attached as an appendix to the Company’s Schedule 14A, filed with the Securities and Exchange Commission (SEC) on March 29, 2024, and which is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting of Stockholders of Travelzoo held on April 26, 2024 via webcast, at www.virtualshareholdermeeting.com/TZOO2024, the following actions were taken.
Travelzoo's stockholders elected Holger Bartel, Christina Sindoni Ciocca, Carrie Liqun Liu, Volodymyr Cherevko and Michael Karg to serve on the Board of Directors until the next annual meeting of stockholders. The voting results are:
| Votes For | Votes Against | Votes Withheld | |||||||||||||||
| Holger Bartel | 8,587,649 | 104,360 | 3,579 | ||||||||||||||
| Christina Sindoni Ciocca | 8,543,600 | 148,437 | 3,551 | ||||||||||||||
| Carrie Liqun Liu | 8,599,418 | 92,218 | 3,952 | ||||||||||||||
| Volodymyr Cherevko | 8,467,448 | 224,115 | 3,989 | ||||||||||||||
| Michael Karg | 8,452,431 | 239,009 | 4,148 | ||||||||||||||
Ms. Liu, Mr. Cherevko and Mr. Karg will serve as independent directors in accordance with the listing standards of the NASDAQ Stock Market.
The proposal regarding the stock option grant to the Global Chief Executive Officer was approved. The voting results are:
| Votes For | Votes Against | Abstain | ||||||||||||
| 6,384,645 | 2,299,035 | 11,908 | ||||||||||||
The stockholders approved, on an advisory basis, to approve Travelzoo’s executive compensation. The voting results are:
| Votes For | Votes Against | Abstain | ||||||||||||
| 8,634,466 | 54,366 | 6,756 | ||||||||||||
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.
| TRAVELZOO | |||||||||||
| Date: | April 26, 2024 | By: | /s/ Lijun Qi | ||||||||
Lijun Qi Principal Accounting Officer | |||||||||||
EXHIBIT INDEX
| Exhibit | Description | ||||
| Nonqualified Stock Option Agreement between Travelzoo and Holger Bartel, dated March 28, 2024 (Incorporated by reference to Appendix A on Form DEF 14A (File No. 000-50171), filed March 29, 2024) | |||||