Marchex (MCHX) Proxy filing summary

Executive summary

• A Special Meeting is scheduled for July 1, 2026, to seek shareholder approval for the acquisition of Archenia, Inc., a performance-based marketing technology company, by means of a Stock Purchase Agreement dated May 8, 2026.

• The purchase consideration includes $10 million in convertible promissory notes and up to 4 million shares of Class B common stock as earn-out, contingent on post-closing performance milestones.

• The transaction is subject to approval by a majority of all voting shares and a majority of the minority (excluding shares held by related insiders), as required by Nasdaq rules due to insider participation.

• A Special Committee of independent directors negotiated the transaction to address potential conflicts of interest, as the sellers include the Chairman and Vice Chairman.

• The Board, relying on the Special Committee and a fairness opinion from Craig-Hallum Capital Group, unanimously recommends approval.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the Archenia acquisition and related agreements, (2) adjournment of the meeting if more votes are needed, and (3) any other business properly brought before the meeting.

• Approval requires both a majority of all voting shares and a majority of the minority, excluding shares held by the Chairman and Vice Chairman.

• The Board recommends voting FOR both proposals.

Board of directors and corporate governance

• The Special Committee, composed solely of independent directors, was formed to negotiate and evaluate the transaction due to related party involvement.

• The Board and Special Committee both unanimously approved the transaction and recommend shareholder approval.