Marchex Announces Material Agreement and Officer Changes

Ticker: MCHX · Form: 8-K · Filed: 2025-03-21T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, management-change, officer-appointment, director-election

Related Tickers: MCHX

TL;DR

Marchex inked a big deal & shuffled execs/board. Details to follow.

AI Summary

Marchex, Inc. announced on March 20, 2025, the entry into a material definitive agreement and changes in its board and officer composition. The company also reported on compensatory arrangements for certain officers. Specific details regarding the definitive agreement and compensatory arrangements were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and potential shifts in leadership or compensation structures, which could impact the company's future strategy and financial performance.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and changes in officers/directors, which can introduce uncertainty and potential strategic shifts.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Marchex, Inc.?

The filing indicates the entry into a material definitive agreement, but the specific terms and nature of this agreement are not detailed in this initial 8-K report.

What specific changes occurred regarding directors or officers?

The filing reports on the departure of directors or certain officers, the election of directors, and the appointment of certain officers, but does not name the individuals involved or the specific roles affected.

Are there details on the compensatory arrangements for certain officers?

The filing mentions compensatory arrangements of certain officers as an item of disclosure, but the specifics of these arrangements are not provided in this document.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on March 20, 2025.

What is Marchex, Inc.'s principal executive office address?

Marchex, Inc.'s principal executive offices are located at 1200 5th Ave, Suite 1300, Seattle, Washington 98101.

From the Filing

0000950170-25-043209.txt : 20250321 0000950170-25-043209.hdr.sgml : 20250321 20250321161509 ACCESSION NUMBER: 0000950170-25-043209 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20250320 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250321 DATE AS OF CHANGE: 20250321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARCHEX INC CENTRAL INDEX KEY: 0001224133 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 352194038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50658 FILM NUMBER: 25760672 BUSINESS ADDRESS: STREET 1: 1200 FIFTH AVE STREET 2: SUITE 1300 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-331-3300 MAIL ADDRESS: STREET 1: 1200 FIFTH AVE STREET 2: SUITE 1300 CITY: SEATTLE STATE: WA ZIP: 98101 8-K 1 mchx-20250320.htm 8-K 8-K False 0001224133 0001224133 2025-03-20 2025-03-20     UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report ( Date of earliest event reported): March 20, 2025 Marchex, Inc. (Exact name of Registrant as Specified in its Charter)       Delaware 000-50658 35-2194038 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)   1200 5 th Ave , Suite 1300 , Seattle , Washington 98101 (Address of principal executive offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: ( 206 ) 331-3300 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Class B Common Stock   MCHX   The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      Item 1.01 Entry into a Material Definitive Agreement. The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers. On March 20, 2025 (the “Grant Date”), the Compensation Committee of the Board of Directors of Marchex, Inc. (the “Corporation”), pursuant to its annual review of compensation matters, approved restricted stock units (“RSUs”) grants under the Corporation’s 2021 Stock Incentive Plan of 106,250 RSUs to E

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