---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-22-047262"
form_type: "8-K"
ticker: "TZOO"
cik: "0001133311"
company_name: "TRAVELZOO"
filed_at: "2022-12-29T23:59:59+00:00"
generated_at: "2026-06-20T21:47:28.312439+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Travelzoo stockholders approve issuance of 3.41M shares to Azzurro Capital, resulting in change of control

## Summary
- Stockholders approved issuance of 3,410,000 shares to Azzurro Capital Inc. in exchange for $10M and all shares of Metaverse Travel Experiences (MTE).
- Azzurro and its affiliates will own >50% of Travelzoo common stock post-issuance.
- Proposal 1 passed with 7,331,617 votes for, 1,359,207 against, 2,152 abstain.
- Proposal 2 (adjournment) also approved: 7,274,381 for, 1,414,834 against, 3,761 abstain.
- Special meeting held December 28, 2022; 12,399,709 shares outstanding and entitled to vote.

## SEC filing metadata
- accession: 0001140361-22-047262
- form_type: 8-K
- ticker: TZOO
- cik: 0001133311
- company_name: TRAVELZOO
- filed_at: 2022-12-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1133311/000114036122047262/0001140361-22-047262-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1133311/000114036122047262/brhc10046035_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-22-047262
- JSON: https://secwatch.observer/filing/0001140361-22-047262.json
- Plain text: https://secwatch.observer/filing/0001140361-22-047262.txt

## Key facts
- Shareholder Votes
  TRAVELZOO shareholders approved Approval of issuance and sale of 3,410,000 shares of common stock to Azzurro Capital Inc. in exchange for cash, promissory note, and equity of Metaverse Travel Experiences, Inc. at the 2022-12-28 meeting.
  - Outcome: passed
  - Meeting: 2022-12-28
  source text: 1. Proposal 1 . To vote on a proposal to approve the issuance and sale of 3,410,000 shares of common stock of the Company, pursuant to the stock purchase agreement, dated November 25, 2022, between the Company and Azzurro Capital Inc. (“Azzurro”), in exchange for consideration comprised of (a) $10 million, payable at the election of Azzurro in cash or as a combination of no less than $2 million in cash and the remaining up to $8 million in the form of a secured promissory note; and (b) shares of common stock representing all of the outstanding equity securities of Metaverse Travel Experiences, Inc., a New York corporation and wholly owned subsidiary of Azzurro (“MTE”), such that following the consummation of the proposed issuance, Azzurro and its affiliates will own greater than 50% of the common stock of the Company. Votes For Votes Against Abstain 7,331,617 1,359,207 2,152
  evidence_url: https://www.sec.gov/Archives/edgar/data/1133311/000114036122047262/0001140361-22-047262-index.htm
- Shareholder Votes
  TRAVELZOO shareholders approved Approval of adjournment or postponement of the special meeting to solicit additional proxies if necessary or appropriate at the 2022-12-28 meeting.
  - Outcome: passed
  - Meeting: 2022-12-28
  source text: 2. Proposal 2. To vote on a proposal to approve the adjournment or postponement of the special meeting to a later date or dates (1) if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Issuance Proposal, or (2) if the failure to adjourn or postpone would reasonably be expected to be a violation of applicable law for the distribution of any required amendment or supplement to the proxy statement accompanying this notice to be timely provided to Travelzoo stockholders. Votes For Votes Against Abstain 7,274,381 1,414,834 3,761
  evidence_url: https://www.sec.gov/Archives/edgar/data/1133311/000114036122047262/0001140361-22-047262-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.