You are cordially invited to attend the Annual Meeting of Stockholders of Travelzoo on April 25, 2022June 1, 2023 at 10 a.m. Pacific DaylightEastern Time (PDT)(ET). Travelzoo will hold its 20222023 Annual Meeting in a virtual meeting format only, via webcast. You can access the meeting at:

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 April 1, 2022.28, 2023. Detailed information relating to Travelzoo’s activities and operating performance is contained in our 20212022 Annual Report on Form 10-K, as previously filed with the Securities and Exchange Commission on March 31, 2022,2023, 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 2:5:00 p.m. PDTET on February 28, 2022.April 14, 2023. 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 identification and proof of ownershipthe control number set forth on your proxy card available such as an account statement or letter from your bank or broker, 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 800 W. El Camino Real, Suite 275, Mountain View, CA 94040,590 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.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Travelzoo, a Delaware corporation (“Travelzoo” or the “Company”), will be held on April 25, 2022June 1, 2023 at 10 a.m. PDT,ET, in a virtual meeting format only, via webcast available at www.virtualshareholdermeeting.com/TZOO2022,TZOO2023, for the following purposes:

Only stockholders of record as of 2:5:00 p.m. PDTET on February 28, 2022April 14, 2023 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.

Travelzoo’s Board of Directors is soliciting proxies to be voted at the 20222023 Annual Meeting of Stockholders. This proxy statement includes information about the matters to be voted upon at the meeting.

Only stockholders of record of our common stock, par value $0.01 per share (the “Common Stock”), as of 2:5:00 p.m. PDTET on February 28, 2022April 14, 2023 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, there were 12,550,79115,556,427 shares of our Common Stock issued and 12,055,762 shares of our Common Stock outstanding.

The Annual Meeting of Stockholders will take place on April 25, 2022June 1, 2023 in a virtual meeting format only at www.virtualshareholdermeeting.com/TZOO2022.TZOO2023. The meeting will begin at 10:00 a.m. PDT.ET.

To attend the Annual Meeting and vote, you must be a stockholder of record as of 2:5:00 p.m. PDTET on February 28, 2022.April 14, 2023. You will be able to attend the Annual Meeting as well as vote during the meeting by visiting www.virtualshareholdermeeting.com/TZOO2022TZOO2023 and entering the 16-digit number included in your proxy card. 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.

Stockholders will further transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The Board recommends that you vote your shares “FOR” Proposal 1, Proposal 2, Proposal 3 and Proposal 3.4.

Per Travelzoo’s Amended and Restated By-laws, each stockholder is entitled to one (1) vote for each share of Common Stock held which has voting power upon the matter in question. You may hold shares as follows:

Stockholders can vote by proxy (via the Internet or by mail) or in person (at the virtual meeting). Granting a proxy does not in any way affect your right to attend the Annual Meeting and vote.

If you are a stockholder of record, you may vote your proxy by mail or by Internet. To vote by Internet, go to www.proxyvote.com, enter your 16-digit number included on your proxy card and follow the instructions. You can vote by mail by mailing in your proxy card to: c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, U.S.A.

In order to have a valid stockholder vote, a stockholder quorum must exist at the Annual Meeting. A quorum will exist when stockholders holding a majority of the outstanding shares of Common Stock are present at the meeting, either in person or by proxy.

Under Travelzoo's Amended and Restated By-laws, the number of directors of Travelzoo is fixed at five (5), and may be increased or decreased from time to time, by resolution of the Board. Note, Mr. Ralph Bartel resigned as a director in December 2022 and at that time the Board resolved to keep the Board at four (4) until the next election, when the number of directors would then return to five (5). Each director holds office for a term of one (1) year, until the Annual Meeting of Stockholders next succeeding the director's election and until a successor is elected and qualified or until the earlier resignation or removal of the director. The following individuals have been nominated for election to our Board, each to serve until the 20232024 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

Following is information about each nominee, including biographical data for at least the last five (5) years. Should one or more of these nominees become unavailable to accept nomination or election as a director, the individuals named as proxies on the enclosed proxy card will vote the shares that they represent for the election of such other persons as the Board may recommend, unless the Board reduces the number of directors. We have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director.

The ages, principal occupations, directorships held and other information as of February 28, 2022,April 14, 2023, with respect to our nominees are described below.

Each of the director nominees listed above, other than Mr. Michael Karg and Mr. Volodymyr Cherevko,Holger Bartel, is currently a director of Travelzoo and was previously elected by the shareholders. Mr. Ralph Bartel,Michael Karg, Mr. Volodymyr Cherevko, Ms. Carrie Liqun Liu and Ms. Christina Sindoni Ciocca were elected directors of Travelzoo at the Company's Annual Meeting of Stockholders held on June 1, 2021. Ms. Mary Reilly and Ms. Beatrice Tarka will not stand for re-election at the Annual Meeting, as the Nominating and Corporate Governance Committee decided they should rotate off due to their tenure on the Board, in line with corporate governance best practices.April 25, 2022. The independent directors will be appointed to the various committees (Compensation, Audit and Nominating and Corporate Governance) by the Board following their election at the Annual Meeting.

Our Board has determined that each of Ms. Liu, Mr. Cherevko and Mr. Karg meet the independence requirements of the listing standards of the NASDAQ Stock Market (the “NASDAQ”(“NASDAQ”). Mr. Karg’s current employer, Mindshare, is part of the WPP Group. Certain affiliates and subsidiaries of the WPP Group, including Mindshare, have from time-to-time represented clients of Travelzoo and purchased media on behalf of such clients from Travelzoo; provided, that the Board determined that Mr. Karg would not be considered an “executive officer” of Mindshare as defined under the Securities Exchange Act of 1934 and that any amounts paid by any member of the WPP Group to Travelzoo or by Travelzoo to any member of the WPP Group over the past three years are not material. Such relationships and amounts will continue to be monitored going forward. Mr. Karg also confirmed that in his role as Global Chief Operating Officer he does not have any input into client relationships or media spend and does not receive any compensation from clients or for the performance of clients. The Board therefore determined that no conflict of interest exists pursuant to the Company’s Code of Ethics. The Board determined that Mr. RalphHolger Bartel is not independent under the rules of NASDAQ because he is an employee of the beneficial owner of Azzurro, which holds approximately 40.6% of our outstanding Common Stock as of February 28, 2022.Company. The Board determined that Ms. Christina Sindoni Ciocca is not independent under the rules of NASDAQ because she is an employee of the Company.

Areas of Ms. Ciocca’s relevant experience include corporate governance, law, mergers & acquisitions and marketing.

Our Certificate of Incorporation, as amended, does not authorize cumulative voting. Delaware law and our Amended and Restated By-laws provide that directors are to be elected by a majority of the votes cast at the Annual Meeting by the holders of stock entitled to vote on the election of directors; provided, however, that, if

The Board believes that each director nominee possesses the qualities and experience a member of Travelzoo's Board should possess. The Board seeks out, and the Board is comprised of, individuals whose background and experience complement those of other Board members.

The Board has appointed an Audit Committee, a Compensation Committee, a Disclosure Committee and a Nominating and Corporate Governance Committee. Below is a table indicating the membership of each committee and how many times the Board and each such committee met in fiscal year 2021.2022. Beginning in 2021, the Board voted to change membership in the Disclosure Committee to management only in line with corporate governance best practices. Each Board member attended at least 75 percent of the total number of meetings of the Board and of the committees on which he or she served.

The Company does not require that directors attend the Annual Meeting of Stockholders. Note, Mr. Michael Karg and Mr. Volodymyr Cherevko replaced Ms. Mary Reilly and Ms. Beatrice Tarka on April 28, 2022 upon election by the stockholders at last year’s annual meeting. Therefore, Ms. Reilly and Ms. Tarka attended the Board and Committee meetings that took place during Q1 2022 and Mr. Karg and Mr. Cherevko attended the Board and Committee meetings that took place from Q2 2022 through to the end of the year. Ms. Reilly previously served as the Chair of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Karg now serves as the Chair of the Audit Committee and Mr. Cherevko serves as the Chair of the Compensation Committee and Nominating and Corporate Governance Committee.

The Audit Committee is appointed by the Board to discharge the Board’s responsibilities with respect to among other things, (i) the Company’s accounting and financial reporting processes; (ii) audits of the financial statements of the Company; and (iii) the qualifications, independence and performance of the Company’s independent auditors. A complete description of the Audit Committee's responsibilities is set forth in its written charter. A copy of the Amended and Restated Audit Committee Charter, which was adopted by the Board on March 22, 2019, can be found in Appendix A of our 2019 proxy statement. The Audit Committee is responsible for appointing the independent registered public accounting firm and is directly responsible for the compensation and oversight of the work of our independent registered public accounting firm. The Audit Committee is composed solely of independent directors as defined in the listing standards of the NASDAQ Stock Market, the SEC, the Sarbanes-Oxley Act of 2002 and any successor rules or regulations. The Board determined that Ms. Mary ReillyMr. Michael Karg qualifies as an audit committee financial expert within the meaning of SEC regulations.

The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities with respect to, among other things, the evaluation, approval and administration of the Company’s compensation and incentive plans, policies and programs for executive officers and directors of the Company. A complete description of the Compensation Committee’s responsibilities is set forth in its written charter. A copy of the Compensation Committee Charter, which was adopted by the Board on March 22, 2019, can be found in Appendix A of our 2019 proxy statement.

The Disclosure Committee's primary responsibilities are (i) to design, establish and evaluate controls and other procedures that are designed to ensure the accuracy and timely disclosure of information to the SEC and investment community and (ii) to review and supervise preparation of SEC filings, press releases and other broadly disseminated correspondence. Originally, the Disclosure Committee included two members of the Board,

The Nominating Committee and Corporate Governance Committee assists the Board in identifying qualified individuals to become directors, makes recommendations to the Board concerning the size, structure and composition of the Board and its committees, monitors the process to assess the Board’s effectiveness and is primarily responsible

Directors of the Company or its subsidiaries are entitled to receive certain retainers and fees as determined by the Board based on recommendations of the Compensation Committee. In 2021, the Compensation Committee recommended that the Board change director compensation as follows: (a) increase the fee earned for Board meetings to $2,800 from $1,680, (b) decrease the fee earned for Compensation Committee meetings to $1,680 from $2,800, (c) change the Disclosure Committee to an executive-only committee in line with corporate governance best practices so no fee is payable for those meetings, and (d) include a fee for Special Committee meetings, if and when a Special Committee is appointed, of $5,000 for up to five (5) meetings or $8,000 for up to ten (10) meetings. The retainers and meeting fees are as follows:

Members of the Board may receive fees for additional meetings and committee work and may receive stock option grants on an ad hoc basis in the discretion of the Compensation Committee.

We reimburse directors for out-of-pocket expenses incurred in connection with attending meetings. Given the ongoing pandemic situation in 2021, noNo travel was required for meetings of the Board.Board in 2022.

Employees generally do not receive compensation for their services as directors. Accordingly, Ms. Christina Sindoni Ciocca did not receive any compensation for her service as a member of the Board in 2021.2022. Although not an employee, Mr. Ralph Bartel waived board fees to him in 2021.

The following table shows the fees earned or paid in cash for Travelzoo’s directors for the fiscal year ended December 31, 2021.2022.

The following is the Board Diversity Matrix for the Company as of February 28, 2022April 14, 2023 in compliance with NASDAQ’s Board Diversity Rule:

The Company maintains policies and procedures to ensure that our directors, executive officers and employees avoid conflicts of interest. Our executive officers, including our Global Chief Executive Officer and Chief Accounting Officer or Chief Financial Officer, as applicable, are subject to our Code of Ethics. Our Code of Ethics requires our leadership to act with honesty and integrity, and to fully disclose to the Audit Committee any material transaction that reasonably could be expected to give rise to an actual or apparent conflict of interest. The Code of Ethics requires that our leadership obtain the prior written approval of the Audit Committee before proceeding with or engaging in any conflict of interest. Moreover, employees are required to read and comply with our Guide to Business Conduct, which is a communication to all employees that ensures they are aware of their responsibility to avoid any conflicts of interest or potential conflicts of interest and to make appropriate disclosures to their manager or other personnel.

Our General Counsel and/or Chief Accounting Officer or Chief Financial Officer, as applicable, review(s) all material related party transactions. When a potential related party transaction is identified, the General Counsel and/or the Chief Accounting Officer or Chief Financial Officer, as applicable, will evaluate the transaction and determine whether the transaction requires the review and approval by the Audit Committee or a special committee of the Board consisting of independent directors (“Special Committee”).

The Audit Committee charter states that the Audit Committee has the duty and responsibility to review and approve in advance, to the extent possible, any proposed related party transactions and potential conflict of interest situations involving a director or director nominee of the Company, an executive officer of the Company, any person or entity known by the Company to be a beneficial owner of more than 5% of the Company’s Common Stock, or any person known by the Company to be an immediate family member of any of the foregoing; provided, that the Audit Committee shall have the authority to ratify certain related party transactions if approval of such transactions in advance is not practicable or possible, in the sole discretion of the Committee. A copy of the written charter can be found in Appendix A to the 2019 proxy statement.

Upon submission to the Audit Committee or a Special Committee, such committee will consider relevant facts and circumstances surrounding each related party transaction and any matters the committee deems appropriate. If the Audit Committee or a Special Committee determines that any such related party transaction creates a conflict of interest situation or would require disclosure under Item 404 of Regulation S-K, as promulgated by the SEC, the transaction must be approved by the committee prior to the Company entering into such transaction or ratified thereafter. Transactions or relationships previously approved by the Audit Committee or a Special Committee in existence prior to the formation of the committee do not require approval or ratification.

Ralph Bartel, who founded Travelzoo and who iswas previously a director of the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro.Azzurro Capital Inc. As of February 28, 2022,April 14, 2023, Azzurro Capital Inc. is the Company's largest stockholder, holding approximately 40.6%49% of the Company's outstanding shares. Ralph Bartel, as an individual, holds approximately 1% of the Company’s outstanding shares.

Ralph Bartel, Chairmanfounder of the Board of DirectorsTravelzoo, and Holger Bartel, Global Chief Executive Officer, are brothers. Except for Holger Bartel and Ralph Bartel, there are no familial relationships among any of our officers and directors.

To our knowledge, during the last ten years, none of our directors and executive officers have: (i) had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses; (iii) been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; (iv) been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; or (v) been the subject to, or a party to, any sanction or order, not subsequently reverse,reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

The following table sets forth certain information with respect to the named executive officers of Travelzoo, as determined by the Compensation Committee, as of February 28, 2022.April 14, 2023.

Note, Mr. Wayne Lee, who was Controllerproviding consulting services as the Company’s Chief Financial Officer pursuant to a six-month agreement that was extended by mutual agreement for one month, left the Company on March 31, 2023, as set forth in the Form 8-K filed on April 6, 2023. In the interim period as the Company recruits for a new Chief Financial Officer, Ms. Lijun Qi, Finance Director, was appointed as the Company’s principal accounting officer. Per the determination of Travelzoothe Board, Ms. Qi qualifies as an officer pursuant to Section 16 of the Exchange Act, but is not considered a named executive officer, and prior totherefore is not included as such in this role she performed various other accounting roles at Travelzoo since she started at Travelzoo in October 2000. Ms. Su holds an MBA in finance from California State University, East Bay and a bachelor's degree in economics-accounting from Claremont McKenna College.proxy statement.

The Company entered into a Nonqualified Stock Option Agreement (the “Option Agreement”) with Mr. Holger Bartel,Ms. Christina Sindoni Ciocca, General Counsel and Head of Global Chief Executive Officer,Functions, on March 3, 2022,8, 2023, pursuant to which the Company granted Mr. BartelMs. Ciocca the option to purchase 600,000200,000 shares of the Company’s common stock (such option being hereinafter referred to as the “Option”). The first tranche of the Option began vestingshall vest on January 1, 2022, butJune 30, 2023 and will not be exercisable unless and until the stockholders approve and can be clawed back if the shareholders do not approve. Stockholders are being asked to approve the issuance of Common Stock which is issuable to Mr. BartelMs. Ciocca upon exercise of the Option.

The principal terms of the Option Agreement are summarized below. The following summary is qualified in its entirety by the full text of the Option Agreement, which is incorporated by reference herein by reference to Appendix A to this proxy statement.

The Compensation Committee engaged an independent compensation consultant, Compensia, to advise on Mr. Holger Bartel’sMs. Ciocca’s compensation package, including base salary, bonus, if applicable, and option grant. The Compensation Committee, which is comprised solely of independent directors, unanimously approved the Option and the Option Agreement after confirming that both were generally in line with historical practices of the Company, specifically the two yearfour-year term, or market practice, specifically the bi-annual vesting schedule, as well as the total amount and value of the grant.

The exercise price of the Option is $8.14$4.96 per share. The Option will become exercisable in accordance with the following schedule:

Mr. BartelMs. Ciocca must exercise the Option by March 3, 2027;8, 2028; after such date, the Option will expire.

Mr. BartelMs. Ciocca may exercise, in whole or in part, the Option by delivering to the Company (a) not less than 30 days prior to the exercise date (or such shorter period as the Company may approve) a written notice (email being acceptable) of intent to exercise and estimated date of exercise and (b) not less than five (5) business days prior to the date of exercise (or such shorter period as the Company may approve) (i) written notice of exercise, designating the number of shares to be purchased, and (ii) payment of the full amount of the purchase price of the shares being purchased and payment of the full amount of applicable taxes triggered by the exercise of the option and shares being purchased.

The Option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Option Agreement, which registration shall be filed by the Company with the SEC following the Company’s annual shareholder meeting, so long as approval has been obtained.

As is customary in stock option agreements of this nature, the number of shares subject to the Option and exercise price are subject to adjustment in the event there is any change in the number of shares of outstanding common stock of the Company by reason of a stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar event.

The Option is not transferable by Mr. BartelMs. Ciocca other than by will or the laws of descent and distribution and may be exercised during Mr. Bartel’sMs. Ciocca’s lifetime only by himher or hisher guardian or legal representative.

If Mr. Bartel’sMs. Ciocca’s employment with the Company is terminated, including in the event of hisher death or disability, any portion of the Option which is not then exercisable will immediately terminate. With respect to any portion of the Option which is then exercisable on the date of termination of employment, Mr. BartelMs. Ciocca (or, in the event of hisher death, hisher legatee(s) under hisher last will, or hisher personal representatives or distributes)distributees) may exercise such portion of the Option for a period of ninety (90)90 days following such termination, but in no event after March 3, 2027.8, 2028.

Mr. Holger BartelMs. Christina Sindoni Ciocca is Travelzoo'sTravelzoo’s General Counsel and Head of Global Functions as well as the Chair of Travelzoo’s Board and its Corporate Secretary. Ms. Ciocca is also currently acting as the Chief Executive Officer.Officer of JFC Travel Group Co.

Section 14A of the Exchange Act requires that we include in this proxy statement a non-binding stockholder vote on our executive compensation as described herein (commonly referred to as “Say-on-Pay”).

The Board of Directors and the Compensation Committee strongly endorse the Company's executive compensation program and unanimously recommend that stockholders vote in favor of the following resolution:

Because the vote is advisory, it will not be binding upon the Board of Directors or the Compensation Committee and neither the Board of Directors nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements. The affirmative vote of the majority of the shares of the Company’s Common Stock present in person or represented by proxy and entitled to vote on the proposal will be considered as the approval, by an advisory vote, of the compensation of our named executive officers.

The following Executive Compensation discussion describes our overall compensation philosophy and the primary components of our compensation program. Furthermore, the Executive Compensation discussion explains the process by which the Compensation Committee, or “Committee”, determined the 20212022 compensation for our Global Chief Executive Officer, former Chief Financial Officer, andformer Chief Accounting Officer.Officer and General Counsel and Head of Global Functions. We refer to these individuals collectively as the “named executives” or the “named executive officers”.

The fundamental objectives of our executive compensation program are to attract and retain highly qualified executive officers, motivate these executive officers to materially contribute to our long-term business success, and align the interests of our executive officers and stockholders by rewarding our executives for individual and corporate performance based on targets established by the Committee.

We believe that achievement of these compensation program objectives enhances long-term profitability and stockholder value. TheAlthough we consider a number of factors in our pay decisions, the elements utilized to guide the Committee to help it achieve the Committee'sits objectives include the following:

We implement our compensation philosophy through setting base salaries for our executive officers based on market research, throughproviding bonus opportunities when appropriate for the use of our executive bonus plan andexecutive’s role, granting of stock options to certain key employees when appropriate and through reviewing and approving other terms of employment agreements.agreements as needed and as appropriate.

The Company grants stock options (which represent the right to purchase a specific number of shares of the Company’s Common Stock at a predetermined price, subject to vesting conditions) to certain executive staff, to align their incentives with the long-term interests of our stockholders, retain them for the long term, reward them for potential long-term contributions, and provide a total compensation opportunity commensurate with our performance.

During the COVID-19 pandemic,As part of Mr. Holger Bartel’s compensation for 2022, the Compensation Committee (comprised solely of independent directors) and the independent members of the Board of the Company approved the doubling and re-pricing of the outstanding stock options of certain key executives (includinggranted Mr. Holger Bartel Global Chief Executive Officer) and the grant of new stock options to certain other key executives (including Ms. Lisa Su, Chief Accounting Officer), subject to approval of the shareholders at the 2020 Annual Meeting.

In 2022, Ms. Ciocca was not determined to be an exercise price of $8.07 were increased to 800,000 options at an exercise price of $3.49; (b) the 400,000 options granted to Mr. Bartel in 2017, of which 250,000 had been exercised, at an exercise price of $6.95, were increased to 300,000 options at an exercise price of $3.49; and (c) the 400,000 options granted to Mr. Bartel in 2019 at an exercise price of $10.79 were increased to 800,000 options at an exercise price of $3.49. This doubling and re-pricing was subject to approval“executive officer” by the stockholders ofCompensation Committee or the Company atBoard. Nevertheless, Ms. Ciocca’s compensation was reviewed by the 2020 Annual MeetingCompensation Committee given Ms. Ciocca’s role on the Board to ensure impartiality. Ms. Ciocca did not receive an option grant in 2022.

In 2022, Ms. Lisa Su served as Chief Accounting Officer until September and could have been unwound if approval was not received. However, the shareholders approved the doubling and re-pricing. The options grantedthen Mr. Wayne Lee served as Chief Financial Officer until March 31, 2023. Neither Ms. Su nor Mr. Lee received an option grant in 2015 expire in 2025, the options granted in 2017 expire in 2027 and the options granted in 2019 expire in 2024. No additional options were granted in 2021.2022.

The following summary compensation table sets forth information concerning the compensation toof our Global Chief Executive Officer, former Chief Accounting Officer, and former Chief Financial Officer during the fiscal years ended December 31, 20212022 and 2020.2021.

The following table sets forth certain information with respect to non-equity incentive plan awards granted to each of our named executive officers during the fiscal year ended December 31, 2022.

The Company has employment or consulting agreements with its named executive officers and certain other employees.officers. The employment or consulting agreements in place as of December 31, 20212022 with the Company's named executive officers are described below.

Mr. Holger Bartel entered into an employment agreement with the Company on September 28, 2015. In connection with his employment agreement and his role as Global Chief Executive Officer, in September 2015, October 2017 and September 2019, the Company provided stock option grants to Mr. Holger Bartel to purchase 400,000 shares of the Company’s Common Stock for each grant. Mr. Holger Bartel exercised 250,000 options during 2019. In March 2020, the Company doubled and re-priced the unexercised options of Mr. Holger Bartel, resulting in total options granted to Mr. Holger Bartel of 1,900,000 options.

Statements that do not relate strictly to historical or current facts are forward-looking and usually identified by the use of words such as “anticipate,” “estimate,” “approximate,” “expect,” “intend,” “plan,” “believe” and other words of similar meaning in connection with any discussion of future operating or financial matters. Without limiting the generality of the foregoing, forward-looking statements contained in this report include the matters discussed regarding the expectation of compensation plans, strategies, objectives, and growth and anticipated financial and operational performance of the Company and its subsidiaries. A variety of factors could cause the Company's actual results to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance and results of the Company's business and forward-looking statements include, but are not limited to, those set forth herein. Any forward-looking statement speaks only as of the date on which such statement is made and the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

The following table shows the amount of our common stock beneficially owned as of February 28, 2022April 14, 2023 by (a) each director and nominee for election to the Board of Directors, (b) each named executive officer, (c) all executive officers and directors as a group, and (d) each person known by the Company, as of February 28, 2022,April 14, 2023, to beneficially own more than 5% of the outstanding shares of Common Stock of the Company. In general, shares “beneficially owned” include those shares a person has or shares(or shares) the power to vote, or the power to dispose of.

Under Section 16(a) of the Securities Exchange Act of 1934, the Company's directors, executive officers and the beneficial holders of more than 10% of the Company's Common Stock are required to file reports of ownership and changes in ownership with the SEC. Such directors, executive officers and beneficial holders of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such forms furnished to the Company or written representations from reporting persons, during fiscal 2020,2022, all Section 16(a) filing requirements were satisfied on a timely basis.

RSM US LLP (“RSM”) served as Travelzoo's independent registered public accounting firm for our 20212022 and 20202021 fiscal years. The Audit Committee has not yet selected our independent registered public accounting firm for our 20222023 fiscal year. The Audit Committee annually reviews the performance of our independent registered public accounting firm and the fees charged for their services. This review has not yet been completed. Based upon the results of this review, the Audit Committee will determine which independent registered public accounting firm to engage to perform our annual audit. Stockholder approval of our accounting firm is not required by our bylawsAmended and Restated By-laws or otherwise required to be submitted to the stockholders. RSM representatives are expected to be present at the Annual Meeting and will be available to respond to questions at the meeting; however, they are not expected to make a formal statement.

The audit fees and fees for services rendered to Travelzoo charged by RSM for 20212022 and 20202021 are as follows:

The Audit Committee pre-approves all audit and permissible non-audit services provided by the Company's independent registered public accounting firm. These services may include audit services, audit-related services, tax and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. During 20212022 and 2020,2021, all services provided by RSM were pre-approved by the Audit Committee in accordance with this policy.

The Audit Committee oversees Travelzoo's financial reporting process on behalf of the Board of Directors. Management is primarily responsible for the financial statements and reporting processes including the systems of internal controls, while the independent auditors are responsible for performing an independent audit of Travelzoo's consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (“PCAOB”), and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.

In this context, the committee has met and held discussions with management and the independent auditors regarding the Company's audited consolidated financial statements for the fiscal year ended December 31, 2021.2022. The committee discussed with Travelzoo's independent auditors the overall scope and plan for their audit. The committee met, at least quarterly, with the independent auditors, with and without management present, and discussed the results of their examinations, their evaluations of Travelzoo's internal controls, and the overall quality of Travelzoo's financial reporting. Management represented to the committee that Travelzoo's consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The committee has reviewed and discussed the consolidated financial statements with management and the independent auditors, including their judgments as to the quality, not just the acceptability, of Travelzoo's accounting principles and such other matters as are required to be discussed with the committee under auditing standards of the PCAOB.

Travelzoo's independent auditors also provided to the committee the written disclosures required by applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning independence, and the committee discussed with the independent auditors that firm's independence, including those matters required to be discussed by PCAOB Auditing Standard No. 16 Communications with Audit Committees.

In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20212022 filed with the SEC on March 31, 2022.2023. The committee has not yet selected Travelzoo's independent auditors for fiscal year 2022.2023.

While the committee has the responsibilities and powers set forth in its charter, it is not the duty of the committee to plan or conduct audits or to determine that Travelzoo's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditors. Nor is it the duty of the committee to conduct investigations or to assureensure compliance with laws and regulations or Travelzoo's business conduct policies.

The SEC allows us to “incorporate by reference” information into this document. This means that the Company can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document or in any other subsequently filed document that also is incorporated by reference herein.

This document incorporates by reference our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, which was filed previously with the SEC and contains important information about the Company and its financial condition, including information contained in our 20212022 Annual Report under the captions “Financial Statements and Supplementary Data,” “Management's Discussion and Analysis of Financial Condition and Results of Operations,” “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure,” and “Quantitative and Qualitative Disclosures about Market Risk.” A copy of the 20212022 Annual Report accompanies this proxy statement. This document also incorporates by reference the Current Report on Form 8-K filed on April 6, 2023 and the Amended and Restated By-laws of the Company filed with the Current Report on Form 8-K on April 12, 2021.5, 2022.

The Company will amend this proxy statement to include or incorporate by reference any additional documents that the Company may file with the Securities and Exchange Commission under Section 13(a), 13(e), 14, or 15(d) of the Exchange Act after the date of this document to the extent required to fulfill our disclosure obligations under the Exchange Act.

The Company will provide, without charge, to each person to whom this proxy statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any and all information that has been incorporated by reference in this proxy statement. You may obtain a copy of these documents and any amendments thereto by contacting Investor Relations, Travelzoo, 590 Madison Avenue, 35th Floor, New York, New York 10022 or by telephone at (646) 889-1857.(212) 516-1300. This proxy statement and the 20212022 Annual Report are available on the Internet at http://ir.travelzoo.com/financials-filings/annual-reports-and-proxies. These documents are also included in our SEC filings, which you can access electronically at the SEC's website at http://www.sec.gov.

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file periodic reports, documents and other information with the SEC relating to our business, financial statements and other matters. Such reports and other information may be inspected and are available for copying at the offices of the SEC, 100 F Street, N.E., Washington, D.C. 20549 or may be accessed at www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. You are encouraged to review the annual report on Form 10-K, as amended, mailed along with these proxy materials, together with any subsequent information we filed or will file with the SEC and other publicly available information. A copy of any public filing is also available, at no charge, by contacting Investor Relations, Travelzoo, 590 Madison Avenue, 35th Floor, New York, New York 10022 or by telephone at (646) 889-1857.(212) 516-1300.

No director, executive officer, nominee for election as a director or associate of any director, executive officer or nominee has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed matters to be acted upon, other than director elections and executive compensation, which is not shared by all other stockholders.

The Board does not presently intend to bring any other business before the meeting and, so far as is known to the Board, no matters are to be brought before the meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may properly come before the meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

It is contemplated that the next annual meeting of stockholders will be held on or about April 25, 2023.June 1, 2024. Stockholders may submit proposals on matters appropriate for stockholder action at annual meetings in accordance with the Company’s Amended and Restated By-laws and the rules and regulations adopted by the SEC. For a stockholder proposal to be included in the Company's proxy statement and identified in its form of proxy in connection with the Company's annual meeting of stockholders, it must be received by the Company at least 120 calendar days prior to the one-year anniversary of the date that the Company's proxy statement was released to the stockholders in connection with the previous year's annual meeting. As a result, stockholder proposals submitted for consideration at the 20232024 annual meeting must be received no later than December 26, 2022,February 2, 2024, to be included in the 20232024 proxy materials. Rule 14a-8 of the Exchange Act provides additional information regarding the content and the procedures applicable to the submission of stockholder proposals to be included in the Company's proxy materials for its next Annual Meeting.

Any such notice must be delivered or mailed to our Corporate Secretary, at Travelzoo, 590 Madison Avenue, 35^th Floor, New York, NY 10022.

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, a householding notice will be sent to stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials, and they will receive only one copy of our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to not participate in householding and continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each stockholder who participates in householding will continue to receive a separate proxy card.

The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement and annual report to any stockholder participating in householding. Stockholders who share an address with other stockholders and are eligible for householding, but currently receive multiple copies of our annual reports and proxy statements, or who have multiple accounts in their names, can authorize us to discontinue mailings of multiple annual reports and proxy statements. Requests for additional copies, or requests for a single copy to be delivered to a shared address should be directed to Investor Relations, Travelzoo, 590 Madison Avenue, 35th Floor, New York, New York 10022 or by telephone at +1 (646) 889-1857.(212) 516-1300.

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made this day of March 3, 2022,8, 2023, by and between Travelzoo, a Delaware corporation (the “Company”) and Holger BartelChristina Sindoni Ciocca (“Optionee”).

WHEREAS, Optionee has been providing services for the Company pursuant to an Employment Agreement, dated as of September 28, 2015,April 2, 2018, as amended, by and between Optionee and the Company (“Employment Agreement”); and

WHEREAS, the Company desires to grant to Optionee the option to purchase certain shares of its stock, in accordance with the terms of this Agreement, with such option intended to be a nonstatutory stock option that is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

On or after December 31, 2023,2026, during the term hereof, Optionee will become entitled to purchase the entire number of shares (600,000(200,000 shares) to which this option relates.

The option may be exercised during Optionee's lifetime only by Optionee or his guardian or legal representative as set forth herein.