mchx-defa14a_20201001.htm

0001564590-20-040805.txt : 20200820 0001564590-20-040805.hdr.sgml : 20200820 20200820161116 ACCESSION NUMBER: 0001564590-20-040805 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200820 DATE AS OF CHANGE: 20200820 EFFECTIVENESS DATE: 20200820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARCHEX INC CENTRAL INDEX KEY: 0001224133 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 352194038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50658 FILM NUMBER: 201120171 BUSINESS ADDRESS: STREET 1: 520 PIKE STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-774-5000 MAIL ADDRESS: STREET 1: 520 PIKE STREET STREET 2: SUITE 2000 CITY: SEATTLE STATE: WA ZIP: 98101 DEFA14A 1 mchx-defa14a_20201001.htm DEFA14A 2020 - ADDITIONAL MATERIALS mchx-defa14a_20201001.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Marchex, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

MMMMMMMMMMMM + MARCHEX, INC. C 1234567890 000004 MMMMMMM ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMM MR A SAMPLE Online DESIGNATION (IF ANY) ADD 1 Go to www.investorvote.com/MCHX or scan the ADD 2 QR code — login details are located in the ADD 3 shaded bar below. ADD 4 ADD 5 ADD 6 Votes submitted electronically must be received by 11:59 p.m., Eastern Time, on September 30, 2020. Stockholder Meeting Notice 1234 5678 9012 345 Important Notice Regarding the Availability of Proxy Materials for the Marchex, Inc. 2020 Annual Stockholder Meeting to be Held on October 1, 2020 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The 2020 proxy statement and annual report to stockholders are available at: www.investorvote.com/MCHX Easy Online Access — View your proxy materials and vote. Step 1: Go to www.investorvote.com/MCHX. Step 2: Click on the icon on the right to view meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials –If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before September 20, 2020 to facilitate timely delivery. 2NOT COY + 03ATKB

Stockholder Meeting Notice The Marchex, Inc. 2020 Annual Meeting of Stockholders will be held on Thursday, October 1, 2020, at 12:00 p.m. Pacific Time, at Marchex, Inc., 520 Pike Street, Suite 2000, Da Vinci Boardroom, Seattle, Washington. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote IN FAVOR OF the directors listed in Proposal 1 and a vote IN FAVOR OF Proposals 2 and 3, and a vote of THREE YEARS for Proposal 4: 1. To elect four (4) individuals to serve on the Company’s Board of Directors for the ensuing year and until their successors are duly elected and qualified; 2. To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; 3. To approve, by a non-binding vote, the compensation paid to our named executive officers; 4. To select, by a non-binding advisory vote, the frequency at which stockholders will be asked to approve the compensation paid to our named executive officers; and 5. In accordance with the discretion of the proxy holders, to act upon all matters incident to the conduct of the meeting and upon such other matters as may properly come before the meeting. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.investorvote.com/MCHX. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials Marchex, Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, requests for a paper copy of proxy materials must be received by September 20, 2020.