MARCHEX INC : Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders (form 8-K)

Published: 2021-10-04 16:13:07 ET MCHX

Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2021 (the "Grant Date"), following the re-election of directors at the 2021 annual meeting of stockholders of Marchex, Inc. ("Marchex"), Marchex granted each of Marchex's directors (i) 15,000 restricted shares of Class B common stock at a purchase price of $.01 per share; and (ii) 20,000 options at an exercise price of $3.02 per share, the exercise price being the closing price of Marchex's stock on the Grant Date, in each case under Marchex's 2012 Stock Incentive Plan as compensation for their annual board service. Fifty percent (50%) of such shares of restricted stock and options shall vest on the first and second annual anniversaries of the Grant Date, respectively, and with vesting in full upon a Change in Control (as defined in such restricted stock and option agreements), in each case assuming continued service on Marchex's Board of Directors for such period. In addition, Marchex agreed to pay each non-employee director $7,500 in cash per quarter for the independent directors' annual board service.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Annual Meeting of Stockholders

On October 1, 2021, Marchex held its 2021 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 by the following votes as certified by Computershare, Inc., Marchex's transfer agent, as tabulator ("Computershare"):

Dennis Cline 136,919,150 2,037,763 9,363,183 Donald Cogsville 137,018,815 1,938,098 9,363,183 Russell C. Horowitz 138,927,300 29,613 9,363,183 M. Wayne Wisehart 138,036,568 920,345 9,363,183

At the Annual Meeting, the stockholders voted on the other proposals as follows as certified by Computershare:

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