Marchex (MCHX) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for October 30, 2024, with proposals to elect five directors and ratify the appointment of RSM US LLP as the independent auditor for 2024.

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

• Only holders of Class A and Class B common stock as of September 4, 2024, are eligible to vote, with Class A shares carrying 25 votes each and Class B shares one vote each.

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

Voting matters and shareholder proposals

• Proposal One: Elect five directors to serve until the next annual meeting.

• Proposal Two: Ratify RSM US LLP as the independent registered public accounting firm for 2024.

• Shareholders may submit proposals for the 2025 meeting by May 21, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

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

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters and independent membership.

• The board emphasizes diversity in gender, race, experience, and skills, and conducts annual self-assessments.

• Leadership structure is flexible, with recent changes including the appointment of a new CEO and Vice Chairman in 2023.