What changed in this filing

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Item 9A. Controls and Procedures

2025-03-19 compared with 2024-03-22 · 27 added, 22 removed, 89 unchanged (36% of the section changed)

3 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

At the end of the period covered by this Annual Report on Form 10-K an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (CEO) and Principal Accounting Officer (PAO), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on this evaluation, our CEO and PAO concluded that certain of our disclosure controls and procedures were not effective as of December 31, 2023, related to financial reporting and disclosure of non-routine, non-recurring, unusual and complex transactions, as further described below.

However, after giving full consideration to the material weakness, management believes that our consolidated financial statements included in this Annual Report on Form 10-K have been prepared in accordance with US GAAP.

Our CEO and PAO have certified that, based on such officer’s knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report.

Material Weakness

We have identified a material weakness in our internal control over financial reporting related to having sufficient resources for the accounting for certain non-routine, non-recurring, unusual or complex transactions within our financial statement closing and reporting process.

At the end of the period covered by this Annual Report on Form 10-K an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer (CEO), Financial Controller, North America and General Counsel and Head of Global Functions, of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on this evaluation, our management concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Management believes that our consolidated financial statements included in this Annual Report on Form 10-K have been prepared in accordance with US GAAP.

Our management have certified that, based on such officer’s knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report.

Remediated Material Weakness

We previously identified a material weakness in our internal control over financial reporting related to having sufficient resources for the accounting for certain non-routine, non-recurring, unusual or complex transactions within our financial statement closing and reporting process.

Specifically, the Company did not have internal financial staff with sufficient specific expertise to ensure complete and timely financial reporting and disclosures related to technical and complex accounting transactions.

Remediation Plan

We have made progress towards remediation and continue to implement our remediation plan for the material weakness in internal control over financial reporting described above.

Specifically, we realigned certain of our personnel (including recruiting for additional headcount in Finance), improved reporting processes, and designed and implemented new controls in preparation for the next non-routine, non-recurring, unusual or complex transaction.

We implemented our remediation plan for the material weakness in internal control over financial reporting described above.

Specifically, we realigned certain of our personnel (including appointing a new Chief Accounting Officer and recruiting for additional headcount in Finance), improved reporting processes, and designed and implemented new controls in preparation for the next non-routine, non-recurring, unusual or complex transaction.

We will engage sufficient outside subject matter experts and specialists to ensure the complete and timely accounting and financial reporting for certain non-routine, unusual or complex transactions and technical matters, where appropriate.

We are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible.

We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time.

We consider the material weakness remediated as of December 31, 2024.

Changes in Internal Control Over Financial Reporting

4 unchanged sentences

Management based its assessment on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that our internal control over financial reporting was not effective as of December 31, 2023 for the reasons discussed above.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024 for the reasons discussed above.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on our internal control over financial reporting because we are a smaller reporting company and are not subject to auditor attestation requirements under applicable SEC rules.

2 unchanged sentences

Global Chief Executive Officer

Principal Accounting Officer

/s/ JEFF HOFFMAN

Financial Controller, North America

March 19, 2025

5 unchanged sentences

Information required by this item is incorporated by reference to Travelzoo’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of Travelzoo’s fiscal year ended December 31, 2024 and is incorporated herein by reference.

The Company has adopted a Code of Ethics applicable to all officers, directors and employees.

The Code of Ethics is available under the “Code of Ethics” link under the “Governance” dropdown menu on our Investor Relations website (ir.travelzoo.com).

In the event that we amend or waive any of the provisions of the Code of Ethics that relate to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, we intend to disclose such amendment or waiver at the same location on our website.

The Company has adopted an Insider Trading Policy that governs the purchase, sale, and/or dispositions of the Company’s securities by directors, officers, and employees and is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company.

A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

Executive Compensation

10 unchanged sentences

Report of KPMG LLP — Independent Registered Public Accounting Firm

Report of RSM US LLP — Independent Registered Public Accounting Firm

Consolidated Balance Sheets 42

1 unchanged sentence

Consolidated Statements of Comprehensive Income 44

Consolidated Statements of Stockholders’ Equity (Deficit) 50

Consolidated Statement of Stockholders' Equity 45

Consolidated Statements of Cash Flows 46

17 unchanged sentences

000-50171), filed March 31, 2021)

Registration Statement on Form S-8 (File No.

333-279727), filed May 24, 2024

— Form of Director and Officer Indemnification Agreement (Incorporated by reference to Exhibit 10.1 on Form 10-Q (File No.

000-50171), filed November 9, 2007)

— Stock Repurchase Agreement, dated March 27, 2021, between Travelzoo and Holger Bartel (Incorporated by reference to Exhibit 10.11 on Form 10-K (File No.

000-50171), filed March 31, 2021)

— Travelzoo Insider Trading Policy, dated September 29, 2023

— Subsidiaries of Travelzoo

— Consent of KPMG LLP, Independent Registered Public Accounting Firm

— Consent of RSM US LLP, Independent Registered Public Accounting Firm

— Power of Attorney (included on signature page)

— Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

— Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

— Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

— Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

— Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

— Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

— Travelzoo Clawback Policy, dated October 10, 2022

10 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Principal Accounting Officer

/s/ JEFF HOFFMAN

Financial Controller, North America

March 19, 2025

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lijun Qi as his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Form 10-K, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeff Hoffman as his or her attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Form 10-K, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

4 unchanged sentences

Holger Bartel

/s/ LIJUN QI Principal Accounting Officer March 22, 2024

/s/ JEFF HOFFMAN Financial Controller, North America March 19, 2025

/s/ VOLODYMYR CHEREVKO Director March 19, 2025

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures