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 price includes $10 million in convertible promissory notes and up to 4 million shares of Class B common stock as earn-out consideration, 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 parties), with a special committee of independent directors overseeing negotiations.

• 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, and (2) the potential adjournment of the meeting to solicit additional votes if needed.

• Only holders of record as of May 22, 2026, are entitled to vote, with Class A shares carrying 25 votes each and Class B shares one vote each.

• Abstentions and broker non-votes count toward quorum but not toward approval; failure to vote is equivalent to a vote against the acquisition.

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 considered strategic, financial, and operational factors, including potential synergies and risks, before recommending the transaction.