MARCHEX INC

DEF 14A 12026_proxy_statement.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Marchex, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

November 4, 2026

Dear Stockholders of Marchex, Inc.,

We cordially invite you to attend our 2026 Annual Meeting of Stockholders. The Annual Meeting will be held on Wednesday, December 16, 2026, at 11:00 AM Pacific Time at Marchex, Inc., 1448 NW Market St, Suite 500, Seattle, WA.

At this year’s Annual Meeting, the agenda will be as follows:

For our 2026 Annual Meeting, we have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send to our stockholders a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which contains, among other things, our 2025 audited Consolidated Financial Statements. The Notice of Internet Availability of Proxy Materials also includes instructions on how you can vote using the Internet, and how you can request and receive, free of charge, a printed copy of our proxy materials, including our 2025 Annual Report, the Notice of Annual Meeting, our proxy statement and a proxy card. The electronic delivery of our proxy materials will reduce our printing and mailing costs and minimize the environmental impact of the proxy materials.

The ability to have your vote counted at the Annual Meeting is an important stockholder right. Regardless of the number of shares you hold, and whether or not you plan to attend the Annual Meeting, we hope that you will promptly cast your vote.

Thank you for your ongoing support and continued interest in Marchex, Inc.

Sincerely,

Marchex, Inc.

Francis J. Feeney

Corporate Secretary

Marchex, Inc.

1448 NW Market St, Suite 500

Seattle, WA 98107

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held at 11:00 A.M. Pacific Time on Wednesday, December 16, 2026

Dear Stockholders of Marchex, Inc.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Marchex, Inc., a Delaware corporation (“Marchex”), will be held on Wednesday, December 16, 2026, at 11:00 AM Pacific Time, at Marchex, Inc., 1448 NW Market St, Suite 500, Seattle, WA, for the following purposes as more fully described in the accompanying proxy statement:

To elect five (5) individuals to serve on our Board of Directors for the ensuing year and until their successors are duly elected and qualified;

To ratify the appointment of RSM US LLP (“RSM”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

To approve, by a non-binding advisory vote, the compensation paid to our named executive officers (NEO)s;

To select, by a non-binding advisory vote, the frequency at which stockholders will be asked to approve the compensation paid to our NEOs; and

To transact any other business that may properly come before the Annual Meeting and any adjournment or postponement thereof.

Our Board of Directors recommends a vote "FOR" all nominees under Proposal No. 1, "FOR" under Proposals No. 2 and No. 3, and "Three Years" for proposal No. 4. The Board of Directors of Marchex has set the close of business on October 21, 2026 as the record date for the Annual Meeting. Only stockholders of record on the record date are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote by telephone or Internet by following the voting procedures described in the Notice of Internet Availability of Proxy Materials. If you received printed proxy materials and wish to vote by mail, promptly complete, date and sign the enclosed proxy card and return it in the accompanying envelope.

We appreciate your continued support of Marchex.

By order of the Board of Directors,

Francis J. Feeney

Corporate Secretary

Seattle, WA

November 4, 2026

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