Marchex Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2024
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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Item 2.02 Results of Operations and Financial Condition.
On October 31, 2024, Marchex, Inc. (“Marchex”) is issuing a press release and holding a conference call regarding its financial results for the third quarter ended September 30, 2024 (the “Press Release”). The full text of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Marchex is referencing non-GAAP financial information in both the Press Release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached Press Release. Disclosures regarding definitions of these financial measures used by Marchex and why Marchex’s management believes these financial measures provide useful information to investors is also included in the Press Release.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting of Stockholders
On October 30, 2024, Marchex held its 2024 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 |
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Michael Arends |
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144,060,671 |
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303,077 |
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6,364,964 |
Dennis Cline |
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139,932,858 |
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4,430,890 |
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6,364,964 |
Donald Cogsville |
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141,133,619 |
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3,230,129 |
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6,364,964 |
Russell C. Horowitz |
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140,967,261 |
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3,396,487 |
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6,364,964 |
M. Wayne Wisehart |
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140,490,137 |
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3,873,611 |
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6,364,964 |
Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm - Approved
For |
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Against |
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Abstain |
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Broker Non-Votes |
150,387,005 |
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28,410 |
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313,297 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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MARCHEX, INC. |
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Date: October 31, 2024 |
By: |
/s/ HOLLY A. AGLIO |
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Name: |
Holly A. Aglio |
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Title: |
Chief Financial Officer (Principal Financial Officer) |