Travelzoo (TZOO) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you all for joining today's Travelzoo 2020 Annual Meeting Script -- Annual Meeting Report. To get us started today with opening remarks, I am pleased to turn the floor over to Travelzoo's General Counsel, Director and Corporate Secretary, Ms. Christina Sindoni Ciocca. Welcome, Christina.

Thank you. Good morning, everyone. I'm Christina Ciocca, Travelzoo's General Counsel, Director and Corporate Secretary. Ralph Bartel, Chairman of the Board of Directors of Travelzoo, has requested that I serve as Chairman of the 2020 Virtual Annual Meeting of the Stockholders. It's my pleasure to welcome all of you. It is now 10:00 Pacific Time and in accordance with the Notice of the Meeting, I call to order the 18th Annual Meeting of the Stockholders of Travelzoo. The agenda for the meeting should be posted on the website that you entered through to join this virtual meeting. It's our intention to conduct this meeting in accordance with this agenda. In order to ensure that the business of the meeting proceeds in an orderly fashion and that any stockholders who wish to speak may have a fair opportunity to do so, a question-and-comment period is provided under Item 10 in the agenda. [Operator Instructions] Before proceeding to the business of the meeting, I would like to make certain introductions. I'd like to introduce Ms. Lisa Su, Chief Accounting Officer, who will serve as secretary and inspector of the meeting. Ms. Su, secretary of the meeting, will now report on the mailing of the notice of this meeting and the presence of a quorum.

This meeting is held pursuant to the notice mailed and e-mailed on or about April 16, 2020, to each stockholder of record. The Board of Directors has fixed April 1, 2020, as the record date for stockholders entitled to notice of and to vote at this meeting. I hereby present the proof of mailing of the Notice of the Meeting, which has been certified by Broadridge and a list to stockholders on this record date, which has been certified by Computershare, our registrar and transfer agent. The list of stockholders entitled to vote at this meeting has been made available for inspection at company headquarters for the past 10 days and is available online for examination by any stockholder desiring to do so. All documents concerning the call and Notice of the Meeting will be filed with the records of the meeting. The count of shares present immediately prior to the commencement of the meeting indicated that more than a majority of the shares of the company's voting capital stock were present or were represented by proxy.

I hereby declare a quorum present at the meeting. On behalf of the Board of Directors of the company, I would like to express my appreciation to all stockholders who returned their proxies. I would also like to point out that most of you who returned proxies authorized the person named in the proxy to vote on all propositions coming before the meeting. Those of you who requested ballots so that you could vote individually should have been provided them when you entered the virtual meeting. Ballots are available where registration took place. However, we urge stockholders to allow their proxies to stand. The first matter to be acted upon by stockholders is the election of 5 directors to serve until the 2021 Annual Meeting. To put in the nomination of -- to put in nomination the names of the directors, I recognize Ms. Lisa Su.

I hereby nominate for election as directors of the company to serve for the terms expiring on the date of the Annual Meeting of the company in 2021 and until their respective successors are duly elected and qualified. Those individuals named as nominees for directors on Page 6 of the company's proxy statement mailed on or about April 16, 2020: Mr. Ralph Bartel, Ms. Christina Sindoni Ciocca, Ms. Carrie Liqun Liu, Ms. Mary Reilly, Ms. Beatrice Tarka.

You've heard the motion. Is there a second?

I second the motion.

Are there any other nominations? Hearing none, I declare the nominations closed. The second matter to be acted upon by stockholders is the approval of stock options granted to the Chairman of our Board of Directors under a nonqualified stock option agreement. To put in the motion to approve the stock option grant, I recognize Ms. Lisa Su.

I hereby move for approval of proposal 2, the stock option grants to the Chairman of our Board of Directors under a nonqualified stock option agreement, as described on Pages 13 through 14 of the company's proxy statement mailed on or about April 16, 2020.

You've heard the motion. Is there a second?

I second the motion.

Great. The third matter to be acted upon by stockholders is the approval of stock options granted to certain key employees, as listed in the proxy statement under nonqualified stock option agreements. To put in the motion to approve the stock option grants, I recognize Ms. Lisa Su.

I hereby move for approval of proposal 3, the stock option grants to key employees as listed in the proxy statement under nonqualified stock option agreements, as described on Pages 15 through 19 of the company's proxy statement mailed on or about April 16, 2020.

You have heard the motion. Is there a second?

I second the motion.

The fourth matter to be acted upon by stockholders is the approval of stock option increases and repricing for certain key employees as listed in the proxy statement under amendments to nonqualified stock option agreements. To put in the motion to approve the stock option increases and repricing, I recognize Ms. Lisa Su.

I hereby move for approval of proposal 4, the stock option increases and repricing for certain key employees as listed in the proxy statement under amendments to the nonqualified stock option agreements, as described on Pages 20 through 21 of the company's proxy statement mailed on or about April 16, 2020.

You have heard the motion. Is there a second?

I second.

The fifth and final matter to be acted upon by stockholders is to hold an advisory vote on executive compensation. To put in the motion to approve the compensation of our named executive officers, I recognize Ms. Lisa Su.

I hereby move for the approval of proposal 5, the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis in the tabular and narrative disclosures in the company's proxy statement mailed on or about April 16, 2020.

You have heard the motion. Is there a second?

I second.

Great. We will now proceed to vote on all items of business presented at this meeting. If you are a shareholder of record and wish to vote your shares virtually in person, you may click the voting link through the online portal that you entered to join this virtual meeting. If anyone is voting on the authority of a legal proxy, please note that fact on the ballot. Shareholders who have previously voted by proxy do not need to vote again unless you wish to change your ballot. [Voting]

There being no further ballots, I declare the polls closed with respect to all items of business. Will the secretary please report the results of the balloting? Please note that these results are preliminary and will be confirmed by Broadridge within 24 hours following the meeting.

The ballots have been counted. For proposal 1, the 5 individuals who received the greatest number of votes passed and have been elected for terms expiring on the date of the Annual Meeting in 2021 are named as follows: Mr. Ralph Bartel, Ms. Christina Sindoni Ciocca, Ms. Carrie Liqun Liu, Ms. Mary Reilly, Ms. Beatrice Tarka. For proposal 2, more than a majority of the shares of the company's common stock present and entitled to vote at this meeting have voted to approve the stock options granted to the Chairman of our Board of Directors under a nonqualified stock option agreement. For proposal 3, more than a majority of the shares of the company's common stock present and entitled to vote at this meeting have voted to approve the stock options granted to certain key employees under nonqualified stock option agreements. For proposal 4, more than the majority of the shares of the company's stock present and entitled to vote at this meeting have voted to approve the stock option increases and repricing for certain key employees under amendments to nonqualified stock option agreements. And finally, for proposal 5, more than a majority of the shares of the company's common stock present and entitled to vote at this meeting have voted to approve the compensation of our named executive officers.

I hereby declare the following: For proposal 1, the 5 individuals who have been duly elected to the Board of Directors of Travelzoo are: Mr. Ralph Bartel, Ms. Christina Sindoni Ciocca, Ms. Carrie Liqun Liu, Ms. Mary Reilly and Ms. Beatrice Tarka have been duly elected. For proposal 2, regarding the stock options granted to the Chairman of our Board of Directors under a nonqualified stock option agreement is preliminarily approved, pending confirmation by Broadridge of the results of the vote. For proposal 3, regarding the stock options granted to certain key employees under nonqualified stock option agreement is approved. And for proposal 4, regarding the stock option increases and repricing for certain key employees under nonqualified stock options agreement is preliminarily approved, pending confirmation by Broadridge of the results of the vote. And for proposal 5, the compensation of our named executive officers is approved. We now come to that part of the agenda providing for general questions and discussion. You should have been able to submit questions since joining the meeting through the link in the web portal.

At this time, any questions that we are not able to address, we will post on Travelzoo's Investor Relations website following this meeting. Bear with me one second. Let me just check the web portal. Okay. We have one question that's come in. How is the business progressing through the COVID environment? In response to that question, of course, as a travel business, we have -- a travel media business, we've been impacted by the coronavirus pandemic. However, at this point, we've pivoted quite quickly to alter our business plans to help us weather this storm and survive the current crisis. For example, we've moved towards fully refundable deals. We've focused more on our voucher business, and we're finding that there's still quite an appetite to travel and an appetite for our deals. So right now, in addition to bringing in that revenue while cutting back on certain expenses to weather the storm, I think the company is surviving the current crisis quite well. Okay. At this time, we will -- any other questions that came through, we will post to the Investor Relations website following the meeting. Thank you for your questions. If there's no other business, this concludes our meeting. The final results of the voting will be publicly filed following the meeting. I would again like to express my sincere appreciation to the stockholders who attended the meeting as well as those who submitted their proxies but were not able to be present in person. This meeting is now adjourned. Thank you.