Marchex Files 8-K: Board Changes, Agreements, and Shareholder Votes

Ticker: MCHX · Form: 8-K · Filed: 2025-12-17T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, definitive-agreement, officer-changes, director-changes

Related Tickers: MCHX

TL;DR

Marchex 8-K: Board shakeup, new deals, and shareholder votes happening now.

AI Summary

On December 16, 2025, Marchex, Inc. filed an 8-K report detailing several significant events. These include the entry into a material definitive agreement, the departure and election of directors, and the appointment of certain officers. The filing also covers compensatory arrangements for specific officers and the submission of matters to a vote of security holders.

Why It Matters

This filing indicates significant corporate governance and strategic shifts within Marchex, Inc., potentially impacting its future direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in corporate leadership, which can introduce uncertainty and potential risks.

Key Players & Entities

FAQ

What specific material definitive agreement did Marchex, Inc. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.

Who are the directors or officers that have departed or been elected/appointed?

The filing mentions the departure of directors or certain officers and the election/appointment of others, but their names are not specified in this excerpt.

What compensatory arrangements are being disclosed for certain officers?

The filing notes that compensatory arrangements of certain officers are being disclosed, but the specifics of these arrangements are not detailed here.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not specified in the provided text.

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

The earliest event reported in this 8-K filing occurred on December 16, 2025.

Filing Stats: 731 words · 3 min read · ~2 pages · Grade level 11.3 · Accepted 2025-12-17 16:15:25

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 16, 2025 (the "Grant Date"), following the re-election of directors at the 2025 annual meeting of stockholders of Marchex, Inc. ("Marchex"), the Compensation Committee of Marchex approved stock option grants under the Corporation's 2021 Stock Incentive Plan (the "Plan") effective on the Grant Date of 50,000 options to each of Marchex's directors as compensation for their annual board service. Each such option shall have an exercise price being the closing price of the Corporation's Class B common stock on the Grant Date. Such options shall vest over two years, with 50% of the total option shares vesting on the first and second annual anniversaries of the Grant Date, respectively, and with vesting in full upon a Change in Control (as defined in the Plan). In addition, Marchex agreed to pay each independent director $7,500 in cash per quarter for the independent directors' annual board service. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. Annual Meeting of Stockholders On December 16, 2025, Marchex held its 2025 annual meeting of stockholders (the "Annual Meeting"). Holders of Class A common stock are entitled to twenty-five (25) votes per share and holders of Class B common stock are entitled to one (1) vote per share and vote together as a single class on all matters (including election of directors) submitted to a vote of stockholders, unless otherwise required by law. At the Annual Meeting, the stockholders elected each director nominee to the Board of Directors and voted on the other proposal by the following votes as certified by Computershare, Inc., Marchex's transfer agent, as tabulator ("Computershare"): Proposal 1. Election of Directors - All Directors Re-Elected Nominee For Withheld Broker Non-Votes Michael Arends 145,581,429 1,312,541 5,409,606 Dennis Cline 142,067,887 4,826,083 5,409,606 Donald Cogsville 143,269,607 3,624,363 5,409,606 Russell Horowitz 143,215,803 3,678,167 5,409,606 M. Wayne Wisehart 143,268,462 3,625,508 5,409,606 Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm - Approved For Against Abstain Broker Non-Votes 152,299,333 1,536 2,707 0 Pursuant to the requirements of the Securities Exchange Act of 1934, Marchex has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. MARCHEX, INC. Date: December 17, 2025 By: /s/ FRANCIS J. FEENEY Name: Francis J. Feeney Title: Corporate Secretary

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