NSTM NovelStem International Corp (PK)

NOTICE OF 2012 ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2012 Annual Meeting of Shareholders (the “Meeting”) of Hollywood Media Corp., a Florida corporation (which we refer to as “Hollywood Media,” the “Company,” “we,” “our,” and “us”), will be held for the following purposes:

You are cordially invited to attend the Meeting. Whether or not you plan to attend the Meeting, to ensure that your shares are represented at the Meeting we ask you to please read the accompanying Proxy Statement and vote as soon as possible . As an alternative to voting in person at the Meeting, you may vote via the Internet or by telephone pursuant to the procedures described in the accompanying Proxy Statement or, if you receive a paper proxy card in the mail, by completing and returning the proxy card. Voting by any of these methods will ensure your representation at the Meeting. Your proxy may be revoked at any time before it is voted. If you attend the Meeting, you may vote in person if you wish, whether or not you have executed and returned your proxy card. Please note that if you hold your shares in “street name” (that is, through a bank, broker or other nominee) and wish to vote such shares in person at the Meeting, you must obtain from the relevant bank, broker or other nominee holding such shares a properly executed “legal proxy”.

Please review the Proxy Statement accompanying this notice for more complete information regarding the matters proposed for your consideration at the Meeting. Hollywood Media’s Annual Report on Form 10-K for the year ended December 31, 2011, as amended, which is being made available to you along with the Proxy Statement, contains information about Hollywood Media and its performance.

Boca Raton, Florida

November 19, 2012

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on December 17, 2012: The Notice of Annual Meeting, Proxy Statement and Proxy Card for Hollywood Media Corp.’s 2012 Annual Meeting of Shareholders to be held on December 17, 2012, and Hollywood Media Corp.’s Annual Report on Form 10-K for the year ended December 31, 2011, as amended, are available for your review at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=00715 .

HOLLYWOOD MEDIA CORP.
2255 Glades Road, Suite 221A

Boca Raton, Florida 33431

(561) 998-8000

2012 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

As further described in this Proxy Statement, this Proxy Statement is furnished in connection with the solicitation of the accompanying proxies on behalf of the Board of Directors of Hollywood Media Corp. (which we refer to as “Hollywood Media,” the “Company,” “we,” “our,” and “us”) for use at Hollywood Media’s 2012 Annual Meeting of Shareholders (the “Meeting”) to be held at 2255 Glades Road, Suite 221A, Boca Raton, Florida 33431, on December 17, 2012, convening at 10:00 a.m., Eastern time, and at any adjournments or postponements thereof.

This Proxy Statement, the accompanying proxy card, our Notice of 2012 Annual Meeting of Shareholders, and Hollywood Media’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended, are first being mailed to Hollywood Media’s shareholders on or about November 20, 2012. Shareholders should review the information in this Proxy Statement together with Hollywood Media’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended. A list of shareholders of record entitled to vote at the Meeting will be available at Hollywood Media’s principal executive offices, located at 2255 Glades Road, Suite 221A, Boca Raton, Florida 33431, for a period of ten days prior to the Meeting and at the Meeting itself for examination by any shareholder.

Questions and Answers about the Meeting

Why am I receiving this Proxy Statement?

You are receiving this Proxy Statement because you owned shares of Hollywood Media common stock as of the close of business on the record date of November 9, 2012 (the “Record Date”). This Proxy Statement is being furnished to holders of Hollywood Media’s common stock in connection with the solicitation of proxies by and on behalf of Hollywood Media’s Board of Directors (the “Board” or the “Board of Directors”) for use at the Meeting.

When is the Meeting and where is it being held?

The Meeting will be held on December 17, 2012, at 10:00 a.m., Eastern Time, at 2255 Glades Road, Suite 221A, Boca Raton, Florida 33431. Suite 221A is on the second floor of the building.

Who is entitled to notice of and to vote at the Meeting?

Only Hollywood Media shareholders of record at the close of business on the Record Date are entitled to receive notice of the Meeting and to vote shares of Hollywood Media common stock that they held as of the close of business on the Record Date at the Meeting or any postponements or adjournments of the Meeting. Each outstanding share of Hollywood Media common stock as of the close of business on the Record Date entitles its holder to cast one vote on each matter to be voted upon.

Who can attend the Meeting?

All shareholders of Hollywood Media as of the Record Date, or their duly appointed proxies, may attend the Meeting. To gain admission, you will need to show that you are a shareholder of Hollywood Media. All shareholders will be required to show valid, government-issued, picture identification. If your shares are registered in your name, your name will be compared to the list of registered shareholders to verify your share ownership. If you hold your shares in “street name” (that is, through a broker, bank or other nominee), you will need to bring evidence of your share ownership, such as your most recent brokerage account statement or a legal proxy from your broker, bank or other nominee. See information below under the headings “ If my shares are held in “street name” by my broker, will my broker vote my shares for me?” and “If my shares are held in “street name” by my broker, can I vote in person at the Meeting?” . If you do not have valid picture identification and proof that you owned shares of Hollywood Media common stock as of the Record Date, you may not be admitted to the Meeting.

At the Meeting we will distribute copies of our customary annual meeting guidelines and procedures to be followed by persons attending the Meeting. These rules include the following, among other things: (i) attendance is limited to (a) shareholders of record as of the Record Date, (b) beneficial or “street” owners having written evidence of ownership as of the Record Date, (c) authorized proxies of such shareholders presenting written evidence of such authorization, and (d) invited guests of management; and (ii) the use of cameras, sound recording equipment, communication devices, or any other similar equipment is prohibited.

What matters are going to be considered at the Meeting and what am I being asked to vote on?

At the Meeting, holders of shares of Hollywood Media’s common stock will be requested to consider and vote upon:

What are the Board’s recommendations?

HOLLYWOOD MEDIA’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT HOLLYWOOD MEDIA’S SHAREHOLDERS VOTE:

How many shares of Hollywood Media common stock were outstanding and entitled to vote as of the close of business on the Record Date?

As of the close of business on the Record Date, there were 23,179,066 shares of Hollywood Media common stock outstanding and entitled to vote.

What constitutes a quorum at the Meeting?

A majority of the outstanding shares of Hollywood Media common stock outstanding as of the close of business on the Record Date must be represented, in person or by proxy, to constitute a quorum at the Meeting. Shares represented by a proxy card either marked as “withhold authority” or “abstain” or returned without voting instructions will be counted as present for the purpose of determining whether the quorum requirement is satisfied. Also, in those instances where shares are held by brokers, banks or other nominees who have returned a proxy but are prohibited from exercising discretionary authority for beneficial owners who have not given voting instructions, those shares will be counted as present for quorum purposes (see information below under the heading “ If my shares are held in “street name” by my broker, will my broker vote my shares for me? ”). If less than a majority of the outstanding shares of Hollywood Media common stock outstanding as of the close of business on the Record Date are represented, in person or by proxy, at the Meeting, then a majority of the shares represented, in person or by proxy, at the Meeting may adjourn or postpone the Meeting to another date, time or place. Once a share is represented for any purpose at the Meeting, it is deemed present for quorum purposes for the remainder of the Meeting and for any adjournment or postponement of the Meeting unless a new record date is or must be set for that adjourned or postponed meeting.

How do I vote?

You can use the following methods to vote:

By Written Proxy . Shareholders of record (who own shares registered in their name directly with Hollywood Media’s transfer agent on the close of business on the Record Date) who receive a paper proxy card in the mail can vote by completing, signing, dating and returning the proxy card in the postage-prepaid envelope provided. If you hold shares in “street name” (that is, through a broker, bank or other nominee), you may request a written proxy card or a voting instruction card form from your broker, bank or other nominee.

By Telephone or Through the Internet . Shareholders of record (who own shares registered in their name directly with Hollywood Media’s transfer agent on the close of business on the Record Date) also can vote by telephone or through the Internet until 11:59 PM Eastern time on December 16, 2012 by calling (for telephone voting) toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and following the instructions, or by accessing (for Internet voting) http://www.voteproxy.com and following the on-screen instructions. Shareholders of record electing to vote by telephone or through the Internet should have their proxy card available when they call or access the website. If you hold shares in “street name” (that is, through a broker, bank or other nominee), you may vote by telephone or through the Internet if your broker, bank or other nominee makes those methods available, in which case the broker, bank or other nominee will include the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares, and to confirm that their instructions have been recorded properly.

In Person . Shareholders of record (who own shares registered in their name directly with Hollywood Media’s transfer agent on the close of business on the Record Date) may vote in person at the Meeting. If you hold shares in “street name” (that is, through a broker, bank or other nominee), you may vote in person at the Meeting if you have a properly executed legal proxy from your broker, bank or other nominee entitling you to vote such shares (see information below under the heading “ If my shares are held in “street name” by my broker, can I vote in person at the Meeting? ”).

If my shares are held in “street name” by my broker, will my broker vote my shares for me?

If your shares of Hollywood Media common stock are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of shares of Hollywood Media common stock held in your “street name” and these proxy materials are being forwarded to you by your broker, bank or other nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote. However, since you are not the shareholder of record, you may not vote these shares in person at the Meeting, unless you request a legal proxy from your broker, bank or other nominee. Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing the broker, bank or other nominee regarding how to vote your shares.

Brokers who hold shares in street name for customers have the authority to vote on “routine” proposals (such as such as Proposal No. 2, the proposal to ratify the selection of Marcum LLP as Hollywood Media’s independent registered public accounting firm for the fiscal year ending December 31, 2012) when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as Proposal No. 1 regarding the election of directors and, as a result, absent specific instructions from the beneficial owner of such shares, brokers will not vote those shares. This is referred to as a “broker non-vote.” Broker non-votes will be considered as “present” for purposes of determining a quorum, but will not be voted “for” or “against” non-routine matters (such as Proposal No. 1 regarding the election of directors).

Your broker, bank or other nominee will send you information to instruct such broker, bank or other nominee on how to vote on your behalf. If you do not receive a voting instruction card from your broker, bank or other nominee, please contact your broker, bank or other nominee promptly to get the voting instruction card. Your vote is important to the success of the proposals. Hollywood Media encourages all of its shareholders whose shares are held in street name to provide their brokers, banks and other nominees with instructions on how to vote.

If my shares are held in “street name” by my broker, can I vote in person at the Meeting?

If any beneficial owner of shares of Hollywood Media’s common stock holds such shares in “street name” (through a bank, broker or other nominee) and wishes to vote such shares in person at the Meeting, such owner must obtain from the relevant bank, broker or other nominee holding such shares of Hollywood Media common stock a properly executed “legal proxy” identifying the beneficial owner as a holder of such common stock, authorizing the beneficial owner to act on behalf of the nominee-record owner of such common stock at the Meeting and identifying the number of shares of such common stock (and certificate numbers, if applicable) in respect of which the authorization is granted.

How will shares of common stock represented by proxies from the record holder of such shares be voted?

Shares of common stock represented by proxies from the record holder of such shares that are received at or prior to the Meeting that have not been revoked will be voted at the Meeting in accordance with the instructions contained therein. Shares of common stock represented by proxies from the record holder of such shares for which no instruction is provided will be voted “for” the election of the five directors nominated by the Board (Mitchell Rubenstein, Laurie S. Silvers, Harry T. Hoffman, Robert D. Epstein and Stephen Gans), and “for” the ratification of Marcum LLP as Hollywood Media’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

If the Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Meeting, all proxies from record holders of Hollywood Media’s common stock will be voted in the same manner as such proxies would have been voted at the initial convening of the Meeting (except for any proxies that theretofore effectively have been revoked or withdrawn), notwithstanding that they may have been effectively voted on the same or any other matter at a previous meeting. If any other matters are properly presented at the Meeting for consideration, including consideration of a motion to adjourn the Meeting to another time and/or place (including for the purpose of soliciting additional proxies), the persons named in the submitted proxies and acting thereunder will have discretion to vote on such matters in accordance with their best judgment.

Can I change my vote or revoke my proxy?

Yes. You can change your vote or revoke your proxy in one of the following ways at any time before your proxy is voted at the Meeting. First, you can change your vote or revoke your proxy by delivering a written notice to the Secretary of Hollywood Media (at 2255 Glades Road, Suite 221A, Boca Raton, Florida 33431) prior to the time it is exercised. Second, you can submit a new, later dated proxy (including an Internet or telephone vote in accordance with the procedures described in this Proxy Statement) prior to the time the initial proxy is exercised. Third, you can attend the Meeting and vote in person (provided, that if you hold your shares in “street name” (through a bank, broker or other nominee) and wish to vote such shares in person at the Meeting, you must obtain from the relevant bank, broker or other nominee holding such shares a properly executed “legal proxy” (see information above under the heading “ If my shares are held in “street name” by my broker, can I vote in person at the Meeting? ”)). Attendance at the Meeting will not in itself constitute a revocation of a previously furnished proxy.

If you hold shares in “street name” (that is, through a broker, bank or other nominee) and wish to change the instructions you have provided such broker, bank or other nominee on how to vote such shares, you should contact such broker, bank or other nominee.

What vote is required to approve the proposals?

Provided that a quorum is present at the Meeting, nominees for director will be elected if they receive the affirmative vote of a plurality of the votes of the shares of Hollywood Media common stock present in person or by proxy at the Meeting and entitled to vote on the election of directors. A plurality for election of directors means that the director nominee receiving the most votes “for” a particular seat on the Board is elected to that seat. Shareholders may vote “for” or to “withhold authority” to vote for all or any selected individual or group of nominees, whether such votes are cast via the Internet, by telephone or by mailing in a signed proxy card. Votes to “withhold authority” and broker non-votes are not counted for purposes of the election of directors and, therefore, will have no effect on the outcome of such election.

Provided that a quorum is present at the Meeting, the appointment of Marcum LLP as Hollywood Media’s independent registered public accounting firm for the fiscal year ending December 31, 2012 will be ratified by Hollywood Media’s shareholders if the number of votes cast “for” ratification exceeds the number of votes cast “against” ratification. Shareholders may vote “for” or “against” or to “abstain” from voting on the proposal to ratify the selection of Marcum LLP as Hollywood Media’s independent registered public accounting firm for the fiscal year ending December 31, 2012, whether such votes are cast via the Internet, by telephone or by mailing in a signed proxy card. Votes to “abstain” and broker non-votes will not be counted as votes cast “for” or “against” the proposal to ratify Marcum LLP as Hollywood Media’s independent registered public accounting firm for the fiscal year ending December 31, 2012, and therefore will not affect the outcome of the proposal to ratify Marcum LLP as Hollywood Media’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

Any other matters that may be submitted to a vote of Hollywood Media’s shareholders, other than the election of directors, will be approved if the number of shares of Hollywood Media common stock voted in favor of the matter exceeds the number of shares of Hollywood Media common stock voted against the matter, unless the matter is one for which a different or greater vote is required by law (including the Florida Business Corporation Act) or Hollywood Media’s Articles of Incorporation or Bylaws.

What is the effect of not voting?

It will depend on how you own your shares. If you own shares as a registered holder (meaning that your shares are registered in your name directly with Hollywood Media’s transfer agent on the close of business on the Record Date) and do not vote, your unvoted shares will not be represented at the meeting and will not count toward the quorum requirement. If a quorum is obtained, your unvoted shares will not affect whether a proposal is approved or rejected. If you own shares in “street name” (that is, through a broker, bank or other nominee) see the information above under the heading “ If my shares are held in “street name” by my broker, will my broker vote my shares for me?” .

What is the effect of voting to “abstain”?

Abstentions occur when a shareholder entitled to vote and present in person or represented by proxy at the Meeting affirmatively votes to “abstain” instead of voting “for” or “against” a matter. Abstentions will be considered as shares of Hollywood Media common stock present and entitled to vote at the Meeting and will be counted as votes cast at the Meeting, but will not be counted as votes cast “for” or “against” any given proposal.

Who will count the votes?

Prior to the Meeting, Hollywood Media will select one or more inspectors of election for the Meeting. Such inspector(s) shall determine the number of shares of Hollywood Media common stock represented at the Meeting, the existence of a quorum at the Meeting and the validity and effect of proxies, and shall receive, count and tabulate ballots and votes and determine the results thereof. The inspector(s) will rely on the proxy tabulation and voting reports of American Stock Transfer & Trust Company, LLC, which has been engaged by Hollywood Media to receive and tabulate proxies for the Meeting.

How are proxies solicited and who pays for such solicitation?

This proxy solicitation is being made and paid for by Hollywood Media on behalf of its Board of Directors. Hollywood Media will bear the costs of printing, filing and mailing this Proxy Statement and other related materials. Hollywood Media will also bear the costs of holding the Meeting and the cost of soliciting proxies. Our directors, officers and employees may solicit proxies by mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts, but may be reimbursed for out-of-pocket expenses incurred in connection therewith. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of common stock of Hollywood Media that the brokers and fiduciaries hold of record. Upon request, we will reimburse the brokers and other fiduciaries for their reasonable out-of-pocket expenses.

Hollywood Media has engaged a proxy solicitation firm, AST Phoenix Advisors, a division of American Stock Transfer & Trust Company, LLC, to assist in the distribution and solicitation of proxies for the Meeting. The cost of such services is estimated to be approximately $5,500 plus reasonable expenses.

Who will preside over the Meeting?

The Chairman presiding at the Meeting has broad authority to conduct the Meeting in an orderly and timely manner. The Chairman may also exercise broad discretion in recognizing shareholders who wish to speak and in determining the extent of discussion on each item of business. In light of the need to conclude the Meeting within a reasonable period of time, we cannot assure that every shareholder who wishes to speak on an item of business will be able to do so.

Who can answer questions and how can I contact the Board?

If you have questions or need more information about the Meeting, you may write to:

Secretary

Hollywood Media Corp.

2255 Glades Road, Suite 221A

Boca Raton, Florida 33431

or call our Investor Relations Liaison at (561) 998-8000.

A shareholder who wishes to send communications to Hollywood Media’s Board of Directors or to a particular director may address correspondence to the Board or to a director in care of Hollywood Media Corp. at the address given above. If no particular director is named, letters will be forwarded, depending on the subject matter, to the Audit, Compensation, Nominating, or Stock Option Committee, or to the entire Board.

However, if a shareholder desires to recommend or to nominate a director candidate, or desires to submit a proposal of business to be transacted at a meeting of shareholders, such communications must satisfy certain requirements, as applicable, described in this Proxy Statement below (see “Director Nomination Process” and “Submission of Future Shareholder Proposals and Nominations” below).

delivery of documents to shareholders sharing an address

As permitted by the Securities Exchange Act of 1934, as amended, and rules thereunder, only one copy of this Proxy Statement, the Notice of 2012 Annual Meeting of Shareholders and Hollywood Media’s Annual Report on Form 10-K for the year ended December 31, 2011, as amended, may be delivered to shareholders of Hollywood Media residing at the same address, unless such shareholders have notified Hollywood Media of their desire to receive multiple copies of such materials.

Hollywood Media will promptly deliver, upon oral or written request, a separate copy of this Proxy Statement, the Notice of 2012 Annual Meeting of Shareholders and Hollywood Media’s Annual Report on Form 10-K for the year ended December 31, 2011, as amended, to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed in writing to our Investor Liaison Department at Hollywood Media Corp., 2255 Glades Road, Suite 221A, Boca Raton, Florida 33431, Attention: Investor Relations, or by telephone to our Investor Relations Liaison at (561) 998-8000. Shareholders wishing to receive separate copies of Hollywood Media’s annual reports, proxy statements, notices of annual meetings of shareholders or notices of Internet availability of proxy materials, as applicable, in the future, and shareholders sharing an address that wish to receive a single copy of such materials if they are receiving multiple copies of such materials, should also direct requests as indicated in the preceding sentence.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on DECEMBER 17, 2012

The Notice of Annual Meeting, Proxy Statement and Proxy Card for the Meeting, and Hollywood Media’s Annual Report on Form 10-K for the year ended December 31, 2011, as amended, are available for your review at http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=00715 .

ELECTION OF DIRECTORS

(Proposal No. 1)

Size of Board; Majority of Independent Directors

The number of directors constituting Hollywood Media’s Board of Directors is determined from time to time by the Board within the limits of Hollywood Media’s Articles of Incorporation and Bylaws. The Board has authority to increase the size of the Board and to appoint additional directors or allow shareholders to elect directors to fill the resulting vacancies, to hold office until the next shareholders’ meeting at which directors are elected. The current size of the Board of Directors is five directors. The Board has determined that a majority of the current members of the Board (Harry T. Hoffman, Robert D. Epstein, and Stephen Gans) are independent directors of Hollywood Media as defined under the Securities Exchange Act of 1934, as amended, and rules thereunder and under the listing rules of the Nasdaq Stock Market.

Nominees and Members of the Board of Directors

At the Meeting, five directors will be elected by the shareholders to serve until the next annual meeting of shareholders and until their successors are elected and qualified. Upon the recommendation of the Nominating Committee of the Board, the Board of Directors has nominated each of the five nominees named in the table below for election as a director at the Meeting. Each of the five nominees are currently members of Hollywood Media’s Board of Directors and were duly elected by the shareholders at Hollywood Media’s 2011 Annual Meeting of Shareholders. Hollywood Media’s management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. In the event, however, that any nominee should become unable or unwilling to serve as a director, proxies may be voted for the election of such person or persons as may be designated by the Board of Directors.

The following table sets forth certain information concerning the five incumbent Board members who are nominees as of the date of this Proxy Statement.

The following paragraphs provide biographies of each of the five incumbent directors of Hollywood Media and the experiences, qualifications or skills that caused the Nominating Committee and the Board to determine that the person should serve as a director of Hollywood Media.

Mitchell Rubenstein is a founder of Hollywood Media and has served as its Chairman of the Board and Chief Executive Officer since its inception in January 1993. Mr. Rubenstein was a founder of the Sci-Fi Channel, a cable television network that was acquired from Mr. Rubenstein and Laurie Silvers by USA Network in March 1992. Mr. Rubenstein served as President of the Sci-Fi Channel from January 1989 to March 1992 and served as Co-Vice Chairman of the Sci-Fi Channel from March 1992 to March 1994. Prior to founding the Sci-Fi Channel, Mr. Rubenstein practiced law for 10 years. Mr. Rubenstein received a J.D. degree from the University of Virginia School of Law in 1977 and a Masters in Tax Law (LL.M.) from New York University School of Law in 1979. He is a past Chair of the Board of Advisors of Jewish Life at Duke University, which includes the Freeman Center for Jewish Life at Duke and the Rubenstein-Silvers Hillel at Duke. Together with Ms. Silvers, Mr. Rubenstein was named Co-Business Person of the Year, City of Boca Raton, Florida in 1992. Mr. Rubenstein is married to Laurie S. Silvers. Mr. Rubenstein’s long standing service as the Chairman of the Board and Chief Executive Officer of Hollywood Media, as well as the fact that Mr. Rubenstein is a founder of Hollywood Media, gives Mr. Rubenstein extensive knowledge of Hollywood Media and its operations and makes him a valuable member of our Board.

Laurie S. Silvers is a founder of Hollywood Media and has served as its Vice-Chairman, President and Secretary since its inception in January 1993. Ms. Silvers was a founder of the Sci-Fi Channel, of which she served as Chief Executive Officer from January 1989 to March 1992 and Co-Vice Chairman from March 1992 to March 1994. Prior to founding the Sci-Fi Channel, Ms. Silvers practiced law for 10 years. Ms. Silvers received a J.D. degree from University of Miami School of Law in 1977. Ms. Silvers serves on the Board of Trustees of the University of Miami (and is a member of its Executive Committee and the Chair of its Academic Affairs Committee and its Conflict of Interest Committee), the Board of Directors of the Economic Council of Palm Beach County, Florida (of which she is a past Chair), the Board of Trustees of the Kravis Center of the Performing Arts in West Palm Beach, Florida, is Vice Chair of the Board of Directors of the Community Television Foundation of South Florida (WPBT Channel 2, the PBS Station in Miami, Florida), and is a member of the Board of the Jewish Federation of Palm Beach County, Florida. She is also a mentor for at-risk teenage girls with the Women of Tomorrow organization, and a member of its board. Ms. Silvers’ long standing service as the Vice-Chairman, President and Secretary of Hollywood Media, as well as the fact that Ms. Silvers is a founder of Hollywood Media, gives Ms. Silvers extensive knowledge of Hollywood Media and its operations and makes her a valuable member of our Board.

Harry T. Hoffman has served as a director of Hollywood Media since July 1993. From 1979 until his retirement in 1991, Mr. Hoffman served as President and Chief Executive Officer of Waldenbooks, Inc., then a leading national retailer of books, magazines and related items. From 1968 to 1978, he served as President and Chief Executive Officer of Ingram Book Company, a national book wholesaler. Mr. Hoffman serves as the Chairman of Hollywood Media’s Compensation Committee, and also serves on Hollywood Media’s Audit Committee, Stock Option Committee, and Nominating Committee. Mr. Hoffman’s long standing service as a director of Hollywood Media, as well as the fact that Mr. Hoffman has extensive experience serving as chief executive officer of a national book retailer, makes him a valuable member of our Board in light of our Tekno Books division.

Robert D. Epstein has served as a director of Hollywood Media since December 2007. Mr. Epstein, an attorney, founded the Epstein and Frisch law firm in Indianapolis, Indiana in 1972, which became an association of lawyers practicing as Epstein, Cohen, Donahoe & Mendes in 2004. Mr. Epstein specializes in a variety of areas of law, including media law and mergers and acquisitions. Prior to beginning his private law practice, Mr. Epstein worked in the legal department of Melvin Simon & Associates. He received a J.D. degree from Indiana University School of Law in 1970 and a B.A. degree from Franklin College of Indiana in 1967. Mr. Epstein currently serves as a board member of the Community Music School in Sarasota, Florida, and has served as a local board member of the United States Selective Service System for over 20 years. Mr. Epstein serves on Hollywood Media’s Audit Committee, Compensation Committee and Nominating Committee. Mr. Epstein’s legal experience, including his experience in media law and mergers and acquisitions, makes him a valuable member of our Board.

Stephen Gans has served as a director of Hollywood Media since December 2009. Since March 2005, Mr. Gans has served as Managing Member of Gans Family Investments LLLP, an investment firm focused on the technology, media and telecommunications industries. Mr. Gans also served on the Board of Directors of City National Bancshares, the holding company of City National Bank of Florida, from January 2000 until November 2008. Mr. Gans received a B.A. in Business and a Masters in Accounting from The University of Texas at Austin in 1994. Mr. Gans serves on Hollywood Media’s Audit Committee and Stock Option Committee. Mr. Gans’ experience as a managing member of an investment firm that focuses on the technology, media and telecommunications industries, as well as Mr. Gans’ experience as a director of City National Bancshares, makes him a valuable member of our Board.

Election of Directors

Provided that a quorum is present at the Meeting, nominees for director will be elected if they receive the affirmative vote of a plurality of the votes of the shares of Hollywood Media common stock present in person or by proxy at the Meeting and entitled to vote on the election of directors. A plurality for election of directors means that the director nominee receiving the most votes “for” a particular seat on the Board is elected to that seat. Shareholders may vote “for” or to “withhold authority” to vote for all or any selected individual or group of nominees, whether such votes are cast via the Internet, by telephone or by mailing in a signed proxy card. Votes to “withhold authority” and broker non-votes are not counted for purposes of the election of directors and, therefore, will have no effect on the outcome of such election. The accompanying form of proxy, whether voted via the Internet, by telephone or by mailing a properly executed proxy card to Hollywood Media, will be voted “for” the election of the five nominees named above as directors of Hollywood Media, unless the proxy contains contrary instructions. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Hollywood Media’s management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. In the event, however, that any nominee should become unable or unwilling to serve as a director, proxies may be voted for the election of such person or persons as may be designated by the Board of Directors.

THE BOARD OF DIRECTORS OF HOLLYWOOD MEDIA UNANIMOUSLY RECOMMENDS THAT HOLLYWOOD MEDIA’S SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS OF HOLLYWOOD MEDIA.

CORPORATE GOVERNANCE

Board Leadership Structure

The Board’s current leadership structure combines the positions of Chairman and Chief Executive Officer, and does not include a lead independent director. While the Board has no fixed policy with respect to the separation of the offices of the Chairman of the Board and the Chief Executive Officer, the Board has determined that the most effective Board leadership structure for Hollywood Media at the present time is for Mitchell Rubenstein, the Chief Executive Officer, to also serve as the Chairman of the Board, a structure that has served Hollywood Media well for many years. The Board believes that because the Chief Executive Officer is ultimately responsible for the day-to-day operations of Hollywood Media, and because the performance of Hollywood Media is an integral part of Board deliberations, Mr. Rubenstein is the Director best qualified to act as Chairman of the Board. The Board, on an annual basis, will continue, as part of its review of corporate governance and succession planning, to evaluate the Board’s leadership structure to ensure that it remains best suited for the Company and its shareholders.

The Board’s Role in Risk Oversight

The Board has determined that it is management’s responsibility to manage risk and bring to the Board’s attention any material risks to the Company. The Board recognizes that, although risk management is primarily the responsibility of Hollywood Media’s management, the Board also plays a critical role in the oversight of risk. The Board of Directors exercises its oversight responsibility through the Audit Committee, which oversees the Company’s risk policies and processes relating to the financial statements and financial reporting processes and the guidelines, policies and processes for mitigating those risks.

Independent Directors

Hollywood Media’s Board of Directors currently consists of five directors. The Board has determined that a majority of the current members of the Board (Harry T. Hoffman, Robert D. Epstein and Stephen Gans) are independent directors of Hollywood Media as defined under the Securities Exchange Act of 1934, as amended, and rules thereunder and under the listing rules of the Nasdaq Stock Market. In making these determinations, the Board concluded that none of these independent Board members had or has a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Meetings and Director Attendance

During the year ended December 31, 2011, the Board of Directors held twenty meetings and also acted six times by unanimous written consent. During 2011, each incumbent director attended at least seventy-five percent of the combined total number of meetings of the Board and meetings of the committees on which he or she served. Hollywood Media’s policy regarding the attendance of the Board of Directors at annual meetings of Hollywood Media’s shareholders is that each director is invited to attend the annual meeting. The Chairman or Vice Chair of the Board usually presides over the annual meeting. Each of Hollywood Media’s directors attended Hollywood Media’s 2011 Annual Meeting of Shareholders held in December 2011.

Committees of the Board of Directors

The Board of Directors currently has four standing committees: the Audit Committee, the Compensation Committee, the Stock Option Committee and the Nominating Committee. Each member of these committees is an independent director on Hollywood Media’s Board of Directors. The Board may establish other committees from time to time.

The following table provides the current membership for each of our Board committees:

Audit Committee. The Audit Committee of Hollywood Media’s Board of Directors (the “Audit Committee”) has been established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The current members of the Audit Committee are Harry T. Hoffman, Robert Epstein and Stephen Gans. The Board has determined that each of the current members of the Audit Committee meet the audit committee independence standards under the listing rules of the Nasdaq Stock Market. The Board has further determined that the Audit Committee meets the Nasdaq listing requirement that at least one member of the Audit Committee has such experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. During the year ended December 31, 2011, the Audit Committee held four meetings and also acted four times by unanimous written consent.

We currently do not have a designated “Audit Committee Financial Expert” (as defined in Item 407 of SEC Regulation S-K) on our Audit Committee. Although we have had discussions with several potential candidates, we did not ultimately reach mutual interest in proceeding to nominate any candidate for election to the Board. We do not currently have any candidates under consideration, but the Board would consider candidates that our Nominating Committee deems qualified and recommends for nomination.

The Audit Committee assists the Board in connection with its responsibility for oversight of the financial reporting process pursuant to the Charter of the Audit Committee adopted by Hollywood Media’s Board of Directors. The Charter of the Audit Committee is available for review on Hollywood Media’s Internet website at http://www.hollywoodmedia.com/audit_charter.htm under the caption “Audit Committee Charter.” Hollywood Media’s Internet website and any other website mentioned in this Proxy Statement, and the information contained or incorporated therein, are not intended to be incorporated into this Proxy Statement. The Audit Committee’s activities address various matters including items relating to (i) the selection and engagement of Hollywood Media’s independent registered public accounting firm and approval of services provided, and (ii) the review and discussion, with management and the independent registered public accounting firm, of Hollywood Media’s financial statements, which are prepared by Hollywood Media’s management, and the results of the independent registered public accounting firm’s review and assessment activities. See “Audit Matters” below for additional information relating to auditing of Hollywood Media’s financial statements, including the Audit Committee’s report on its activities regarding Hollywood Media’s financial statements for the 2011 fiscal year.

Compensation Committee. The current members of the Compensation Committee of Hollywood Media’s Board of Directors (the “Compensation Committee”) are Harry T. Hoffman and Robert Epstein, with Mr. Hoffman serving as Chairman. Hollywood Media’s processes and procedures for the consideration and determination of executive and director compensation are described below. During the year ended December 31, 2011, the Compensation Committee held five meetings (at which they held discussions in connection with preparing the terms of written consents) and acted by unanimous written consent five times (one unanimous written consent action at each of their meetings). The directors on the Compensation Committee and Hollywood Media’s Chief Executive Officer discuss compensation matters from time to time without a formal Compensation Committee meeting (including discussions in connection with preparing the terms of written consents). The Compensation Committee does not have a charter.

In accordance with the authority granted to the Compensation Committee by the Board of Directors of Hollywood Media, the Compensation Committee is responsible for approving, determining and/or making recommendations to the Board of Directors concerning the principal components of compensation, including base salaries, bonuses, and stock options and other equity awards, for Hollywood Media’s executive officers and a defined set of other executives. The Compensation Committee, with input from the Chief Executive Officer and/or other executives, reviews the compensation of executives periodically, typically on a case by case basis, to assess and determine compensation under applicable considerations. In approving executive officer compensation, the Compensation Committee generally reviews and considers, among other factors, the executive’s scope of responsibility and commitment, level of performance (with respect to specific areas of responsibility and on an overall basis), contributions to Hollywood Media’s achievement of goals and performance, compensation levels at comparable companies and historical compensation levels, and the recommendations, analysis and other relevant information provided by Hollywood Media’s management and/or other resources that the Compensation Committee may wish to access.

During the year ended December 31, 2011, Hollywood Media had four executive officers: Mitchell Rubenstein, its Chairman and Chief Executive Officer; Laurie S. Silvers, its President and Secretary; Scott Gomez, its Chief Accounting Officer (until June 15, 2011); and Tammy G. Hedge, its Chief Financial Officer and Chief Accounting Officer (beginning on June 15, 2011). Mr. Rubenstein, Ms. Silvers and Mr. Gomez had preexisting employment agreements specifying salary and certain other compensation for 2011. These employment agreements were approved by the Compensation Committee. As a result of the downsizing of Hollywood Media following the sale of Hollywood Media’s Broadway Ticketing Division, Hollywood Media and Mr. Gomez mutually agreed not to renew the employment agreement of Mr. Gomez. Mr. Gomez’s employment with the Company terminated effective June 15, 2011. Effective as of June 15, 2011, Hollywood Media appointed Tammy Hedge, age 52, a certified public accountant, as Hollywood Media’s Chief Financial Officer and Chief Accounting Officer. Ms. Hedge does not have a written employment agreement with Hollywood Media. For additional information about the 2011 compensation of these officers and their employment agreements, see “Executive Compensation” below.

The Compensation Committee has the authority to grant discretionary cash bonus awards, and may approve compensation plans or agreements to grant bonuses based on specified terms and conditions. The Compensation Committee and the Stock Option Committee (as defined below) act as the administrators of Hollywood Media’s equity compensation plans for executives and other employees (which includes the 2004 Stock Incentive Plan). The Committees’ functions include, among other things: (i) selecting plan participants; (ii) determining the timing of any awards under the plans; (iii) determining the types of awards to be granted under the plans; (iv) determining the amount of awards to be granted to each participant under the plans; and (v) determining the exercise price, vesting and other terms of the awards granted under the plans.

The compensation arrangements for Hollywood Media’s non-employee directors are reviewed and determined from time to time by the Board, and the Board may receive and consider input from the Chairman and Chief Executive Officer in connection with such matters. In recent years this review has occurred less frequently than annually, with the last review occurring in December 2008 following the study received from Pearl Meyer & Partners, LLC in November 2008 (discussed below under “Executive Compensation — Employment Agreements with Named Executive Officers”). For additional information regarding director compensation, see “Executive Compensation — Director Compensation” below.

Stock Option Committee. The current members of the Stock Option Committee of Hollywood Media’s Board of Directors (the “Stock Option Committee”) are Harry T. Hoffman and Stephen Gans. The Stock Option Committee administers Hollywood Media’s stock incentive plans with respect to stock options and other awards not governed by the Compensation Committee. The Stock Option Committee is authorized, subject to the provisions of the plans, to establish such rules and regulations as it deems necessary for the proper administration of the plans and to make such determinations and interpretations and take such action in connection with the plans and benefits granted thereunder as it deems necessary or advisable. During the year ended December 31, 2011, no stock options were granted by the Stock Option Committee and the Stock Option Committee held no meetings.

Nominating Committee. The current members of the Nominating Committee of Hollywood Media’s Board of Directors (the “Nominating Committee”) are Harry T. Hoffman and Robert Epstein. The Nominating Committee’s charter is available for review on Hollywood Media’s Internet website at http://www.hollywoodmedia.com/nominating_committee.htm under the caption “Nominating Committee Charter.” Hollywood Media’s Internet website and any other website mentioned in this Proxy Statement, and the information contained or incorporated therein, are not intended to be incorporated into this Proxy Statement. As provided under its charter, the Nominating Committee’s authority and responsibilities include evaluating and recommending persons for election or appointment to the Board, as further described below. During the year ended December 31, 2011, the Nominating Committee held one meeting (at which they held discussions in connection with preparing the terms of a written consent) and acted one time by unanimous written consent (following discussions at the meeting).

Director Nomination Process

When seeking candidates for election to the Board, Hollywood Media desires to identify and nominate candidates of integrity and sound ethical character, who have demonstrated professional achievement, have meaningful management, advisory or policy making experience, have a general appreciation of major aspects of Hollywood Media’s businesses, and are willing to devote time to service on the Board. Hollywood Media also requires that the members of its Board of Directors have qualifications that satisfy applicable Securities and Exchange Commission (“SEC”) and Nasdaq Stock Market requirements, including the requirement that a majority of directors be independent in accordance with applicable rules.

In selecting candidates to be nominated for election at an annual meeting of Hollywood Media’s shareholders, the Nominating Committee considers qualified incumbent directors who desire to continue their service on the Board. Hollywood Media is of the view that the continuing service of qualified incumbents promotes stability and continuity on the Board, giving Hollywood Media the benefit of the familiarity, knowledge and insight into its affairs that its directors have accumulated during their tenure, while contributing to the Board’s ability to work as a collective body. Accordingly, it is the general policy of the Nominating Committee, absent special circumstances, to nominate qualified incumbent directors who continue to satisfy the Nominating Committee’s criteria for membership on the Board, whom the Nominating Committee believes will continue to be able to make important contributions to the Board and who consent to stand for reelection and, if reelected, to continue their service on the Board.

If a new candidate is to be sought for election to the Board, the Nominating Committee will solicit recommendations for nominees from persons whom the Nominating Committee believes are likely to be familiar with qualified candidates, including recommendations from members of the Board and senior management, and will consider candidates recommended by shareholders under the procedures described below. The Nominating Committee may also engage a search firm to assist in identifying qualified candidates. The Nominating Committee will review and evaluate each candidate whom it believes merits serious consideration, taking into account the information obtained concerning the candidate, the qualifications for Board membership established by the Nominating Committee and/or the Board, the existing composition and mix of talent, expertise and diversity on the Board, and other factors that it deems relevant. In conducting its review and evaluation, the Nominating Committee may solicit the views of management and other members of the Board, and may in its discretion conduct interviews of potential nominees. In the case of candidates recommended by shareholders, the Nominating Committee may also consider the size and duration of the interest of the recommending shareholder or shareholder group in the equity of the Company. Mr. Stephen Gans first became a Director of Hollywood Media upon his election to the Board of Directors at Hollywood Media’s Annual Meeting of Shareholders held on December 21, 2009, and his nomination was recommended to the Nominating Committee by Hollywood Media’s Chairman of the Board and Chief Executive Officer (who is also a shareholder).

Shareholder Recommendations . Recommendations from shareholders of director candidates for election at Hollywood Media’s 2013 annual meeting of shareholders, properly submitted in writing, will be referred to the Nominating Committee for consideration. The Nominating Committee will consider such recommendations on a case-by-case basis depending on various factors which may include, among other things, whether a vacancy on the Board exists at the time the recommendation is made and other factors referenced herein.

All recommendations from shareholders must include the name, biographical data and qualifications of the candidate; identification of the shareholder or group of shareholders making the recommendation; and a description of any relationships between the recommending shareholder or shareholders and the candidate. The recommendation must also be accompanied by the consent of the candidate to be nominated if selected for nomination, to serve as a director if elected, and to be contacted by the Nominating Committee if the Committee decides in its discretion to do so, and such consent must be in proper form under applicable SEC rules. Submissions recommending candidates for election at an annual meeting of shareholders must be received no later than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior year’s annual meeting of shareholders. If the date of the next annual meeting of shareholders changes more than 30 days from the first anniversary date of the annual meeting of shareholders for the prior year (or if no annual meeting was held in the prior year), the submission must be made a reasonable time before Hollywood Media begins to print and send its proxy statement for the annual meeting. Recommendations should be submitted to: Nominating Committee, c/o Laurie S. Silvers, Secretary, Hollywood Media Corp., 2255 Glades Road, Suite 221A, Boca Raton, Florida 33431.

Nominations by Shareholders . If a shareholder desires to submit a proposed nomination of a candidate for election to Hollywood Media’s Board of Directors, such submission and nomination must comply with applicable requirements under Hollywood Media’s Bylaws and SEC rules, including the requirements described in this Proxy Statement below under the caption “Advance Notice Requirements for Proposals and Director Nominations by Shareholders.”

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Hollywood Media’s directors, executive officers, and persons who own more than 10% of Hollywood Media’s outstanding common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. Such persons are required by SEC regulation to furnish Hollywood Media with copies of all such reports they file.

To Hollywood Media’s knowledge, based solely on a review of the copies of such reports furnished to Hollywood Media or written representations that no other reports were required, all Section 16(a) filing requirements applicable to its executive officers, directors and greater-than-10% beneficial owners for the year ended December 31, 2011 have been complied with on a timely basis, other than:

Code of Ethics

Hollywood Media has adopted a Code of Professional Conduct that applies to all of its officers, directors and employees . This Code of Professional Conduct is available for viewing on Hollywood Media’s Internet website at http://www.hollywoodmedia.com/code_of_conduct.htm under the caption “Code of Professional Conduct.” Hollywood Media’s Internet website and any other websites mentioned in this Proxy Statement, and the information contained or incorporated therein, are not intended to be incorporated into this Proxy Statement.