Marchex Files 2024 Proxy Statement

Ticker: MCHX · Form: DEF 14A · Filed: 2024-09-18T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, governance, shareholder-meeting

Related Tickers: MCHX

TL;DR

Marchex proxy filed: vote for directors & company proposals.

AI Summary

Marchex, Inc. filed its definitive proxy statement on September 18, 2024, for its annual meeting of stockholders. The filing, designated as DEF 14A, outlines the company's governance and proposals to be voted on by shareholders. The proxy statement is intended to solicit votes for the election of directors and other corporate matters.

Why It Matters

This filing is crucial for shareholders as it details the company's leadership, executive compensation, and key proposals requiring their vote, directly impacting corporate direction and shareholder rights.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard regulatory document and does not inherently carry financial risk.

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or definitive proxy statement, is used by companies to solicit votes from shareholders for their annual or special meetings, providing details on matters to be voted upon, such as director elections and executive compensation.

When was this proxy statement filed by Marchex, Inc.?

Marchex, Inc. filed this definitive proxy statement on September 18, 2024.

What is the fiscal year end for Marchex, Inc.?

The fiscal year end for Marchex, Inc. is December 31.

What is the primary business of Marchex, Inc. according to the filing?

Marchex, Inc. is classified under SERVICES-BUSINESS SERVICES, NEC [7389].

Where is Marchex, Inc. headquartered?

Marchex, Inc.'s business and mailing address is 1200 FIFTH AVE, SUITE 1300, SEATTLE, WA 98101.

Filing Stats: 4,715 words · 19 min read · ~16 pages · Grade level 12.4 · Accepted 2024-09-18 16:15:03

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 5 Proposal One -Election of Directors 7 Corporate Governance 9 Proposal Two -Ratification of Appointment of Independent Registered Public Accounting Firm 12 Independent Registered Accounting Firm Fees 12 Audit Committee Report 13 Additional Information Relating to Our Executive Officers and Directors 14 Executive Officers 14 Compensation Discussion and Analysis 14 Summary Compensation Table 17 Outstanding Equity Awards at 2023 Fiscal Year End 18 Potential Payments Upon Termination or Change in Control 19 Pay Versus Performance 21 Procedures for Review and Approval of Related Party Transactions 24 Compensation of Directors 24 Equity Compensation Plans 25 Stockholder Proposals for 2025 Annual Meeting 27 2023 Annual Report on Form 10-K and SEC Filings 27 0 PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS OCTOBER 30, 2024 GENERAL INFORMATION This proxy statement is being provided to solicit proxies on behalf of the Board of Directors of Marchex, Inc. for use at the 2024 Annual Meeting of Stockholders to be held on Wednesday, October 30, 2024, at 10:00 AM Pacific Time, at Marchex, Inc., 1200 5th Ave., Suite 1300, Seattle, Washington, and at any adjournment or postponement thereof. We expect to first make this proxy statement available, together with our Annual Report for the fiscal year ended December 31, 2023, to stockholders on approximately September 18, 2024. In this proxy statement, we refer to Marchex, Inc. as Marchex, we, us or the Company. Internet Availability of Annual Meeting Materials Under rules adopted by the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders of record. All stockholders will have the ability to access t

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS To the Company’s knowledge, the following table sets forth information regarding the beneficial ownership of our Class A common stock and Class B common stock as of September 4, 2024 by: each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of the outstanding shares of our Class A common stock or Class B common stock; each of our directors and nominees for director; each of our executive officers listed in the “Summary Compensation Table” (“NEOs”); and all of our directors, nominees for director and executive officers as a group. Percentage of beneficial ownership is based on 4,660,927 shares of our Class A common stock and 39,021,418 shares of our Class B common stock outstanding as of September 4, 2024. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or restricted stock units held by that person that are currently exercisable or exercisable or issuable upon vesting within 60 days of September 4, 2024, are deemed outstanding. These shares are not, however, deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as otherwise noted below, the address for each beneficial owner listed below is c/o Marchex, Inc., 1200 5th Ave., Suite 1300, Seattle, Washington, 98101. Shares Beneficially Owned % Total Class A Common Stock Class B Common Stock Voting Name and, as appropriate, Address of Beneficial Owner Shares % Shares % Power (1) 5% Security Holders: Edenbrook Capital, LLC (2) — — 14,561,905 37.3 9.4 116 Radio Circle Mount Kisco, NY 10549 Koller Capital LLC (3) — — 3,865,175 9.9 2.5 1343 Main Street, Suite 413 Sarasota, FL 34236 Named Executive Officers and

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