UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 6, 2024 (the “Grant Date”), following the re-election of directors at the 2024 annual meeting of stockholders of Marchex, Inc. (“Marchex”), the Compensation Committee of Marchex approved stock option grants under the Corporation’s 2021 Stock Incentive Plan (the “Plan”) effective on the Grant Date of 50,000 options to each of Marchex’s directors as compensation for their annual board service. Each such option shall have an exercise price being the closing price of the Corporation’s Class B common stock on the Grant Date. Such options shall vest over two years, with 50% of the total option shares vesting 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 the Plan). In addition, Marchex agreed to pay each independent director $7,500 in cash per quarter for the independent directors’ annual board service.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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: November 7, 2024 |
By: |
/s/ FRANCIS J. FEENEY |
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Name: |
Francis J. Feeney |
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Title: |
Secretary |