Marchex (MCHX) grants director stock options and reports 2025 vote results

Rhea-AI Filing Summary

Marchex, Inc. reported routine governance actions from its 2025 annual meeting and updated director compensation. On December 16, 2025, the Compensation Committee granted 50,000 stock options to each director under the 2021 Stock Incentive Plan, with an exercise price equal to the Class B common stock closing price that day. These options vest over two years, half on each of the first and second anniversaries of the grant date, and fully upon a Change in Control as defined in the plan. Independent directors will also receive $7,500 in cash per quarter for board service.

At the annual meeting, stockholders re-elected all director nominees. Marchex’s Class A shares carry 25 votes per share and Class B shares carry one vote per share, voting together as a single class on all matters unless law requires otherwise. Stockholders also approved the ratification of the company’s independent registered public accounting firm with 152,299,333 votes for, a small number of votes against or abstaining, and no broker non-votes.

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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): December 16, 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 5th 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.

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.

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

FAQ

What director stock options did Marchex (MCHX) approve on December 16, 2025?

On December 16, 2025, Marchex granted each director 50,000 stock options under its 2021 Stock Incentive Plan. The exercise price equals the closing price of Class B common stock on the grant date, and the options vest 50% on the first and 50% on the second anniversary, with full vesting upon a Change in Control as defined in the plan.

How are Marchex (MCHX) independent directors compensated in cash for board service?

In addition to equity grants, Marchex agreed to pay each independent director $7,500 in cash per quarter as compensation for annual board service.

What voting rights do Marchex (MCHX) Class A and Class B shares have?

At Marchex, holders of Class A common stock are entitled to 25 votes per share, while holders of Class B common stock are entitled to one vote per share. The classes generally vote together as a single class on all matters, including director elections, unless otherwise required by law.

Were all Marchex (MCHX) director nominees re-elected at the 2025 annual meeting?

Yes. At the 2025 annual meeting of stockholders, all director nominees listed, including Michael Arends, Dennis Cline, Donald Cogsville, Russell Horowitz, and M. Wayne Wisehart, were re-elected to the Board of Directors.

Did Marchex (MCHX) stockholders ratify the independent auditor at the 2025 meeting?

Yes. Stockholders approved the proposal to ratify the selection of Marchex’s independent registered public accounting firm, with 152,299,333 votes for, a small number of votes against and abstentions, and no broker non-votes.

What is the vesting schedule for the new Marchex director stock options?

The options granted on December 16, 2025 vest over two years: 50% of the shares vest on the first anniversary of the grant date and the remaining 50% vest on the second anniversary, with full vesting upon a qualifying Change in Control.