Marchex (MCHX) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 16, 2025, with voting on director elections and auditor ratification.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Only holders of record as of October 21, 2025, are eligible to vote, with Class A shares carrying 25 votes each and Class B shares 1 vote each.

• Forward-looking statements caution about risks and uncertainties affecting future results.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors and to ratify RSM US LLP as the independent auditor for 2025.

• The board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholder proposals for the 2026 meeting must be submitted by July 7, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of five members, with three classified as independent under NASDAQ standards.

• Board committees include Audit, Compensation, and Nominating and Governance, each with independent members and written charters.

• Directors attended at least 75% of meetings in 2024, and independent directors met in executive session four times.

• The board conducts annual self-assessments and provides a process for shareholder communications.

• Codes of conduct and ethics are in place for all directors, officers, and employees.