Marchex Sets 2025 Annual Meeting; Horowitz Dominates Voting Power

TL;DR

**Russell Horowitz's iron grip on Marchex's voting power makes this proxy vote a formality, not a contest.**

AI Summary

Marchex, Inc. (MCHX) is holding its 2025 Annual Meeting of Stockholders on December 16, 2025, to elect five directors and ratify RSM US LLP as its independent auditor for the fiscal year ending December 31, 2025. As of the October 21, 2025 record date, Marchex had 4,660,927 shares of Class A common stock and 39,245,334 shares of Class B common stock outstanding. Each Class A share carries 25 votes, while Class B shares have 1 vote each, resulting in Class A holders, particularly Russell Horowitz, holding significant voting power. Russell Horowitz beneficially owns 4,660,927 Class A shares and 1,440,292 Class B shares, representing 75.7% of the total voting power. Edenbrook Capital, LLC is a significant Class B holder with 14,561,905 shares (37.1% of Class B, 9.3% total voting power), and Koller Capital LLC holds 3,865,175 Class B shares (9.8% of Class B, 2.5% total voting power). The company is utilizing internet delivery for proxy materials to reduce costs and environmental impact. The Board of Directors recommends voting FOR all director nominees and FOR the ratification of RSM US LLP.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the upcoming governance decisions, particularly the election of five directors and the ratification of RSM US LLP as auditor. The dual-class share structure, with Russell Horowitz controlling 75.7% of the total voting power through his Class A shares, means that his influence on strategic decisions and board composition is paramount, potentially limiting the impact of other shareholders like Edenbrook Capital (9.3% voting power). This concentration of power could affect investor confidence and the company's competitive agility in the call analytics and conversational AI market, as major strategic shifts would likely require his endorsement. Employees and customers are indirectly impacted by the stability and direction set by the board.

Risk Assessment

Risk Level: medium — The risk level is medium due to the highly concentrated voting power. Russell Horowitz controls 75.7% of the total voting power, stemming from his ownership of 4,660,927 Class A common stock shares, each carrying 25 votes. This level of control means that other shareholders, including significant Class B holders like Edenbrook Capital, LLC (9.3% total voting power), have limited influence over corporate governance and strategic decisions, potentially leading to governance risks.

Analyst Insight

Investors should carefully evaluate the implications of the concentrated voting power held by Russell Horowitz, as it significantly impacts corporate governance and strategic direction. While the board recommends 'FOR' all proposals, Class B shareholders should consider if their interests are adequately represented given their limited voting influence. Monitor future filings for any changes in the Class A share structure or ownership.

Key Numbers

• 75.7% — Total Voting Power (Held by Russell Horowitz through Class A common stock)
• 4,660,927 — Class A Common Stock Shares (Outstanding as of October 21, 2025, each with 25 votes)
• 39,245,334 — Class B Common Stock Shares (Outstanding as of October 21, 2025, each with 1 vote)
• 14,561,905 — Edenbrook Capital, LLC Class B Shares (Represents 37.1% of Class B and 9.3% of total voting power)
• 3,865,175 — Koller Capital LLC Class B Shares (Represents 9.8% of Class B and 2.5% of total voting power)
• 5 — Directors to be Elected (Proposal One at the 2025 Annual Meeting)
• 25 — Votes per Class A Share (Significantly amplifies Class A shareholder influence)
• 1 — Vote per Class B Share (Standard voting power for Class B shareholders)
• 2025-12-16 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 2025-10-21 — Record Date (Date for determining stockholders entitled to vote)

Key Players & Entities

• Marchex, Inc. (company) — Registrant for DEF 14A filing
• Russell Horowitz (person) — Beneficial owner of 4,660,927 Class A shares, holding 75.7% of total voting power
• Edenbrook Capital, LLC (company) — 5% security holder, owning 14,561,905 Class B shares (9.3% total voting power)
• Koller Capital LLC (company) — 5% security holder, owning 3,865,175 Class B shares (2.5% total voting power)
• RSM US LLP (company) — Independent registered public accounting firm to be ratified
• Francis J. Feeney (person) — Corporate Secretary of Marchex, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for DEF 14A filings
• $4,660,927 (dollar_amount) — Number of Class A common stock shares outstanding
• $39,245,334 (dollar_amount) — Number of Class B common stock shares outstanding
• Michael Arends (person) — Named Executive Officer and Director, owning 2,070,603 Class B shares

FAQ

Industry Context

Marchex operates in the advertising technology sector, focusing on call analytics for businesses. The industry is characterized by rapid technological advancements, increasing competition from larger players, and a growing demand for data-driven marketing solutions. Companies in this space often leverage AI and machine learning to provide insights into customer interactions.

Regulatory Implications

As a publicly traded company, Marchex is subject to SEC regulations, including disclosure requirements outlined in filings like the DEF 14A. Compliance with corporate governance standards and accurate financial reporting are critical to maintaining investor confidence and avoiding regulatory penalties.

What Investors Should Do

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Key Dates

• 2025-12-16: 2025 Annual Meeting of Stockholders — Date for electing directors and ratifying the independent auditor.
• 2025-10-21: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2024-12-31: Fiscal Year End — The fiscal year for which the independent auditor is being ratified.
• 2025-11-04: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders about the availability of proxy materials and voting instructions.

Glossary

DEF 14A

A proxy statement filed with the SEC by public companies to solicit shareholder votes. (This document contains the information being analyzed, detailing the company's annual meeting agenda and related proposals.)

Class A Common Stock

A class of common stock with superior voting rights, in this case, 25 votes per share. (Holders of Class A stock, particularly Russell Horowitz, possess significant voting power due to the high vote count per share.)

Class B Common Stock

A class of common stock with standard voting rights, in this case, 1 vote per share. (The majority of outstanding shares are Class B, but their voting power is diluted by the Class A shares.)

Beneficial Ownership

The power to direct the voting or disposition of a security, even if not the legal owner. (Used to identify significant shareholders and their voting influence, such as Russell Horowitz's control over 75.7% of the total voting power.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the pool of shareholders entitled to vote at the 2025 Annual Meeting.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to provide an independent opinion on its financial statements. (RSM US LLP is proposed for ratification as Marchex's auditor for the fiscal year ending December 31, 2025.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting, providing forward-looking information and proposals for the upcoming year. Specific comparative financial metrics against the prior year's filing (likely the 2024 DEF 14A) are not detailed within this document itself, but the 2024 10-K, referenced as being made available, would contain the necessary historical data for such a comparison.

Filing Documents

• 2025_proxy_statement.htm (DEF 14A) — 712KB
• img4253088_0.jpg (GRAPHIC) — 11KB
• img4253088_1.jpg (GRAPHIC) — 21KB
• img4253088_2.jpg (GRAPHIC) — 21KB
• img4253088_3.jpg (GRAPHIC) — 12KB
• img4253088_4.jpg (GRAPHIC) — 301KB
• img4253088_5.jpg (GRAPHIC) — 300KB
• img4253088_6.jpg (GRAPHIC) — 290KB
• img4253088_7.jpg (GRAPHIC) — 267KB
• 0001193125-25-264721.txt ( ) — 2398KB

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 2024 Fiscal Year End 18 Potential Payments Upon Termination or Change in Control 19 Pay Versus Performance 20 Procedures for Review and Approval of Related Party Transactions 23 Compensation of Directors 23 Equity Compensation Plans 24 Stockholder Proposals for 2026 Annual Meeting 26 2024 Annual Report on Form 10-K and SEC Filings 26 0 PROXY STATEMENT 2025 ANNUAL MEETING OF STOCKHOLDERS DECEMBER 16, 2025 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 2025 Annual Meeting of Stockholders to be held on Tuesday, December 16, 2025, at 11:00 AM Pacific Time, at Marchex, Inc., 1200 5th Ave., Suite 1300, Seattle, WA, 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, 2024, to stockholders on approximately November 4, 2025. 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 (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 the proxy materia

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 and Class B common stock as of October 21, 2025 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 or Class B common stock; each of our directors and nominees for director; each of our executive officers; 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 39,245,334 shares of our Class B common stock outstanding as of October 21, 2025. 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 (RSUs) held by that person that are currently exercisable or exercisable or issuable upon vesting within 60 days of October 21, 2025, 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, WA, 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 37.1 9.3 116 Radio Circle Mount Kisco, NY 10549 Koller Capital LLC (3) — — 3,865,175 9.8 2.5 1343 Main Street, Suite 413 Sarasota, FL 34236 Named Executive Officers and Directors: Michael Arends (4) — — 2,070,603 5.3 1.3 Dennis Cline (5) —