Marchex, Inc. (NASDAQ:MCHX) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

7 years ago

Marchex, Inc. (NASDAQ:MCHX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement

Dennis Cline

Anne Devereux-Mills

M. Wayne Wisehart

* Chair

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 1.01 Submission of Matters to a Vote of Security Holders.

On August 21, 2017, Marchex held its 2017 annual meeting of stockholders. Holders of ClassA 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 meeting, the stockholders elected each director nominee to the Board by the following votes:

Nominee	For	Withheld	Broker Non-Votes
Dennis Cline	146,735,485	1,331,272	10,268,492
Anne Devereux-Mills	145,090,023	2,976,734	10,268,492
Russell C. Horowitz	146,847,285	1,219,472	10,268,492
M. Wayne Wisehart	145,088,497	2,978,260	10,268,492

At the meeting, the stockholders voted on the other proposals as follows:

Stockholders ratified the appointment of Moss Adams LLP as the independent registered public accounting firm for Marchex for the fiscal year ending December31, 2017 (with shares representing 157,993,123 votes voting for, 341,712 votes against, and 414 votes abstaining).

Stockholders approved the adoption of an amendment to Marchex’s amended and restated bylaws to provide that the courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes (with shares representing 139,504,552 votes voting for, 8,558,052 votes against, 4,153 votes abstaining, and 10,268,492 broker non-votes).

Stockholders approved by a non-binding advisory vote the compensation paid to Marchex’s named executive officers as disclosed in Marchex’s proxy statement for the 2017 annual meeting (with shares representing 140,375,200 votes voting for, 7,682,136 votes against, 9,421 votes abstaining, and 10,268,492 broker non-votes).

Stockholders approved by a non-binding advisory vote the frequency at which the stockholders will be asked to approve the compensation paid to Marchex’s named executive officers in the future as follows:

Number of Shares Representing Votes
1Year	2Years	3Years	Abstain	Broker Non-Votes
16,547,460	8,640	131,504,448	6,209	10,268,492

Stockholders approved the reapproval of provisions of Marchex’s 2012 Stock Incentive Plan to enable Marchex to deduct in full certain plan-related compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (with shares representing 143,727,536 votes voting for, 4,334,352 votes against, 4,869 votes abstaining, and 10,268,492 broker non-votes).

About Marchex, Inc. (NASDAQ:MCHX)
Marchex, Inc. is an advertising analytics company. The Company offers products and services for enterprises that depend on consumer phone calls to drive sales. The Company’s media analytics products connect call data to media channels, including search and display – down to the campaign, keyword and impression. Its sales analytics products deliver actionable intelligence on the offline consumer journey to help prospects become customers. The Company’s product offerings include Marchex Call Analytics, Marchex Call Analytics for Search, Marchex Display Analytics, Marchex Call Marketplace and Local Leads. Marchex Call Analytics is an analytics platform for enterprises that depend on inbound phone calls to drive sales, appointments and reservations. Marchex Call Analytics for Search is a product for search marketers that drive phone calls from search campaigns. Marchex Display Analytics is a product for marketers that buy digital display advertising.