CEO option grant and board elections at Travelzoo (NASDAQ: TZOO)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Travelzoo reported that stockholders approved a significant stock option grant for Global Chief Executive Officer Holger Bartel and completed all voting matters at its 2026 annual meeting. The company granted Mr. Bartel a nonqualified option to purchase 600,000 shares of common stock at an exercise price of $5.05 per share, vesting semi-annually over two years in equal 25% installments starting on June 30, 2026, with a five-year term from the February 19, 2026 grant date. Stockholders elected Ralph Bartel, Christina Sindoni Ciocca, Volodymyr Cherevko, Michael Karg and Sharry Sun to the Board of Directors, with Mr. Cherevko, Mr. Karg and Ms. Sun serving as independent directors. Stockholders also approved option grants for the General Manager, U.S. and the Head of Engineering, and supported Travelzoo’s executive compensation on an advisory basis.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
CEO option size: 600,000 shares
CEO option exercise price: $5.05 per share
Vesting schedule: 25% semi-annually over 2 years
+5 more
8 metrics
CEO option size
600,000 shares
Nonqualified stock option grant to Global CEO Holger Bartel
CEO option exercise price
$5.05 per share
Exercise price under HB Option Agreement dated February 19, 2026
Vesting schedule
25% semi-annually over 2 years
CEO option vesting, first vesting on June 30, 2026
Option term
5 years
HB Option cannot be exercised after five years from grant date
CEO option vote support
4,478,737 for
Stockholder votes in favor of CEO stock option grant
Say-on-pay support
6,216,201 for
Advisory approval of Travelzoo executive compensation
General Manager option support
5,029,255 for
Votes for stock option grant to General Manager, U.S.
Head of Engineering option support
5,029,906 for
Votes for stock option grant to Head of Engineering
Key Terms
Nonqualified Stock Option Agreement, independent directors, advisory basis, executive compensation, +1 more
5 terms
Nonqualified Stock Option Agreement financial
"entered into a Nonqualified Stock Option Agreement (the “HB Option Agreement”) with Holger Bartel"
independent directors financial
"The Committee, which is comprised solely of independent directors, unanimously approved the HB Option"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
advisory basis financial
"The stockholders approved, on an advisory basis, Travelzoo’s executive compensation."
executive compensation financial
"The stockholders approved, on an advisory basis, Travelzoo’s executive compensation."
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
Annual Meeting of Stockholders financial
"At the 2026 Annual Meeting of Stockholders of Travelzoo held on April 20, 2026"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________________________
FORM 8-K
____________________________________________________
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 20, 2026
____________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code +1 | |||||||||||
| (Former Name or Former Address, if Changed Since Last Report) | |||||||||||
____________________________________________________
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
Option Grant to Holger Bartel, Global Chief Executive Officer
On February 19, 2026, Travelzoo (the “Company”) entered into a Nonqualified Stock Option Agreement (the “HB 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 “HB 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 HB Option. The HB Option Agreement and the HB Option were subject to approval by the stockholders of the Company.
The Committee, which is comprised solely of independent directors, unanimously approved the HB Option and the HB 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 20, 2026, the stockholders of the Company approved the HB Option Agreement and the HB Option.
The exercise price of the HB Option is $5.05 per share. The HB Option will vest semi-annually over two years in equal installments of 25%, with first vesting on June 30, 2026. The HB Option cannot be exercised after the expiration of the term of the HB Option, which is five (5) years from the date of grant.
The information set forth above relating to the HB 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 11, 2026, and which is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting of Stockholders of Travelzoo held on April 20, 2026 via webcast, at www.virtualshareholdermeeting.com/TZOO2026, the following actions were taken.
Travelzoo's stockholders elected Ralph Bartel, Christina Sindoni Ciocca, Volodymyr Cherevko, Michael Karg and Sharry Sun to serve on the Board of Directors until the next annual meeting of stockholders. The voting results are:
| Votes For | Votes Against | Votes Withheld | |||||||||||||||
| Ralph Bartel | 6,112,249 | 282,942 | 2,638 | ||||||||||||||
| Christina Sindoni Ciocca | 6,190,512 | 204,332 | 2,985 | ||||||||||||||
| Volodymyr Cherevko | 5,996,040 | 397,893 | 3,896 | ||||||||||||||
| Michael Karg | 6,171,042 | 223,449 | 3,338 | ||||||||||||||
| Sharry Sun | 6,312,744 | 82,512 | 2,573 | ||||||||||||||
Mr. Cherevko, Mr. Karg and Ms. Sun 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 | ||||||||||||
| 4,478,737 | 1,908,524 | 10,568 | ||||||||||||
The proposal regarding the stock option grant to the General Manager, U.S. was approved. The voting results are:
| Votes For | Votes Against | Abstain | ||||||||||||
| 5,029,255 | 1,357,456 | 11,118 | ||||||||||||
The proposal regarding the stock option grant to the Head of Engineering was approved. The voting results are:
| Votes For | Votes Against | Abstain | ||||||||||||
| 5,029,906 | 1,357,379 | 10,544 | ||||||||||||
The stockholders approved, on an advisory basis, Travelzoo’s executive compensation. The voting results are:
| Votes For | Votes Against | Abstain | ||||||||||||
| 6,216,201 | 170,683 | 10,945 | ||||||||||||
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 20, 2026 | By: | /s/ JEFF HOFFMAN | ||||||||
| Jeff Hoffman Financial Controller, North America | |||||||||||
EXHIBIT INDEX
| Exhibit | Description | ||||
10.1 | Nonqualified Stock Option Agreement between Travelzoo and Holger Bartel, dated February 19, 2026 (Incorporated by reference to Appendix A on Form DEF 14A (File No. 000-50171), filed March 11, 2026) | ||||
FAQ
What stock option grant did Travelzoo (TZOO) approve for its Global CEO?
Travelzoo approved a nonqualified stock option for Global CEO Holger Bartel to purchase 600,000 shares at $5.05 per share. The option vests semi-annually over two years in 25% installments and has a five-year term from the February 19, 2026 grant date.
How do Holger Bartel’s Travelzoo options vest and when do they start vesting?
Holger Bartel’s Travelzoo option vests over two years in equal 25% installments on a semi-annual schedule. The first vesting date is June 30, 2026, meaning portions of the 600,000-share grant become exercisable every six months during the two-year period.
Which directors were elected at Travelzoo’s 2026 annual meeting?
Stockholders elected Ralph Bartel, Christina Sindoni Ciocca, Volodymyr Cherevko, Michael Karg and Sharry Sun to Travelzoo’s Board until the next annual meeting. Cherevko, Karg and Sun will serve as independent directors under NASDAQ listing standards, reinforcing independent oversight on the company’s board.
Did Travelzoo stockholders approve the CEO stock option proposal?
Yes. Travelzoo stockholders approved the stock option grant to the Global Chief Executive Officer with 4,478,737 votes for, 1,908,524 votes against and 10,568 abstentions. This vote provided the necessary stockholder approval for the nonqualified option agreement and the associated CEO equity award.
How did Travelzoo stockholders vote on executive compensation in 2026?
Travelzoo stockholders approved the company’s executive compensation on an advisory basis. The say-on-pay resolution received 6,216,201 votes for, 170,683 votes against and 10,945 abstentions, indicating broad stockholder support for the company’s disclosed executive pay programs for 2026.
Were other Travelzoo executive stock option grants approved at the 2026 meeting?
Yes. Stockholders approved option grants for the General Manager, U.S. with 5,029,255 votes for, and for the Head of Engineering with 5,029,906 votes for. Both proposals received over 1.35 million votes against but still passed, authorizing additional executive equity incentives.