Marchex, Inc. Files Amendment to Annual Report

TL;DR

<b>Marchex, Inc. has filed an amendment to its 2023 annual report on Form 10-K.</b>

AI Summary

MARCHEX INC (MCHX) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. Marchex, Inc. filed a 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2023. The company is incorporated in Delaware and headquartered in Seattle, Washington. Marchex, Inc. is registered under the Securities Exchange Act of 1934. The company's Class B Common Stock trades on The NASDAQ Stock Market LLC under the symbol MCHX. This filing indicates Marchex, Inc. is a non-accelerated filer and a smaller reporting company.

Why It Matters

For investors and stakeholders tracking MARCHEX INC, this filing contains several important signals. This amendment suggests potential revisions or additions to the original 10-K filing, which could contain important updates for investors. As a smaller reporting company and non-accelerated filer, Marchex's disclosures may differ in scope from larger filers, impacting the depth of information available.

Risk Assessment

Risk Level: low — MARCHEX INC shows low risk based on this filing. The filing is an amendment to a previous report, indicating updates rather than new material events, thus posing a low immediate risk.

Analyst Insight

Review the specific changes in Amendment No. 1 to the 10-K filing to understand any updated financial or operational disclosures from Marchex, Inc.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting Period)
• 000-50658 — Commission File Number (SEC Filing Identifier)
• 206-331-3300 — Business Phone (Contact Information)

Key Players & Entities

• Marchex, Inc. (company) — Registrant
• 10-K/A (filing) — Form Type
• December 31, 2023 (date) — Fiscal year end
• Delaware (jurisdiction) — State of incorporation
• Seattle, Washington (location) — Principal executive offices
• MCHX (ticker) — Trading Symbol
• The NASDAQ Stock Market LLC (company) — Exchange

FAQ

Industry Context

Marchex operates in the business services sector, specifically focusing on providing solutions related to mobile advertising and customer engagement.

Regulatory Implications

The company is subject to SEC regulations for public reporting, including the requirement to file annual reports (10-K) and amendments (10-K/A).

What Investors Should Do

1. Review the full 10-K/A filing for Marchex, Inc. to identify specific changes from the original 10-K.
2. Analyze any updated financial data or risk factor disclosures within the amendment.
3. Monitor future filings for any further developments or clarifications from Marchex, Inc.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the annual report.
• 2024-04-29: Filing Date — Date the 10-K/A amendment was filed with the SEC.

Year-Over-Year Comparison

This is an amendment (10-K/A) to the previously filed 10-K for the fiscal year ended December 31, 2023, indicating updates or corrections to the original report.

Key Financial Figures

• $0.01 — hich registered Class B Common Stock, $0.01 par value per share MCHX The NASDAQ

Filing Documents

• mchx-20231231.htm (10-K/A) — 573KB
• mchx-ex31_1.htm (EX-31.1) — 5KB
• mchx-ex31_2.htm (EX-31.2) — 5KB
• img70764165_0.jpg (GRAPHIC) — 34KB
• img70764165_1.jpg (GRAPHIC) — 39KB
• 0000950170-24-050061.txt (&nbsp;) — 1036KB
• mchx-20231231.xsd (EX-101.SCH) — 78KB
• mchx-20231231_htm.xml (XML) — 12KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 3 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 14 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 17 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 18 Part IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 19 In Marchex's filings with the SEC, information is sometimes "incorporated by reference." This means that we refer you to information previously filed with the SEC that should be considered as part of the particular filing. In addition, this Amendment includes a website address. This website address is intended to provide inactive, textual references only. The information on this website is not part of this Amendment. Table of Contents PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Directors The Board of Directors currently consists of five (5) individuals. Directors are elected to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified. The names and the respective ages of our directors are set forth below: Name Age Position Director Since Mike Arends 54 Vice Chairman February 2023 Dennis Cline (1)(2)(3) 63 Director May 2003 Donald Cogsville (1)(2)(3) 58 Director April 2019 Russell C. Horowitz 57 Chairman August 2017 M. Wayne Wisehart (1)(2)(3) 78 Director November 2008 1. Member of the Audit Committee. 2. Member of the Nominating and Governance Committee. 3. Member of the Compensation Committee Set forth below is a description of the business experience of each current director, including a discussion of the specific experience, qualifications, attributes and skills that led our Board of Directors to conclude that those individuals should serve as our directors. Michael Arends . Mr. Arends has served as our Vice Chairman since February 2023. Mr. Arends served as our Co-CEO, including previously as a member of the Office of the CEO from October 2016 to February 2023, and served as our Chief Financial Officer from May 2003 through April 2021. Prior to joining Marchex, Mr. Arends held various positions at KPMG since 1992, most recently as a Partner in KPMG's Pacific Northwest Information, Communications and Entertainment assurance practice. Mr. Arends is a Certified Public Accountant and a Chartered Accountant and received a Bachelor of Commerce degree from the University of Alberta. Mr. Arends brings historic knowledge and continuity together with extensive operational, finance, accounting, and transactional experience to the board. Dennis Cline . Mr. Cline has served as a member of our Board of Directors since May 2003. Previously, Mr. Cline ser

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION. Compensation Discussion and Analysis The Role of Stockholder Say-on-Pay Votes In September 2023, we held a stockholder advisory vote to approve the compensation of our named executive officers (the " say-on-pay proposal "). Our stockholders overwhelmingly approved the compensation of our named executive officers, with approximately 95% of stockholder votes cast in favor of the say-on-pay proposal. The Compensation Committee believes this affirms the stockholders' support of our approach to executive compensation and did not change its approach in 2023. The Compensation Committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the named executive officers. 3 Table of Contents Overview You can find detailed information regarding the compensation we paid to our NEOs in the table following the Summary Compensation Table section of this Amendment below. Our executive compensation programs are intended to serve two related goals: Long-Term Retention of our Strong Management Team . We believe that our continued success depends on our ability to retain our experienced, complementary and dedicated management team. Although we always consider the ultimate interest of our stockholders in setting NEO compensation, we also must acknowledge that our executives face many career options and we therefore must provide strong incentives for them to continue to participate in our growth. Long-Term Growth in Stockholder Value . We believe that management compensation packages should reflect as much as possible the risk and opportunity experienced by our stockholders. As a result, we strongly emphasize performance-based compensation arrangements which reward NEOs for contributions to our long-term growth and overall corporate success. We believe that this long-term focus will appropriately reward our management team for performance that will most benefit our Company and st