Current Report Filing (8-k)
October 07 2016 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 3, 2016
Marchex, Inc.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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000-50658
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35-2194038
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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520 Pike Street
Suite 2000
Seattle,
Washington 98101
(Address of Principal Executive Offices)
(206) 331-3300
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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The information set forth under
Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.
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Chairman Compensation (Anne Devereux-Mills).
In connection with Anne Devereux-Mills appointment as Chairman of the Board of Directors of Marchex, Inc.
(
Marchex
) effective October 3, 2016, Marchexs Compensation Committee awarded Ms. Devereux-Mills a restricted stock grant under Marchexs 2012 Stock Incentive Plan on October 5, 2016 (the
Grant
Date
) to purchase 150,000 shares of Marchexs Class B Common Stock in her capacity as Chairman and at a purchase price of $0.01 per share, with 25% of the aggregate amount of such shares vesting on each of the Grant Date and the
first, second and third annual anniversaries of the Grant Date (in each such case assuming continued service as Chairman on the applicable vesting date) and with accelerated vesting upon certain events as set forth in such restricted stock
agreement.
Cash Bonus and Employment Agreement Clarification (Gary Nafus).
Marchexs Compensation Committee on October 3, 2016 approved the following cash bonus amounts payable to Gary Nafus
(
Nafus
) and which such amounts shall reduce Nafus bonus targets under Marchexs Amended and Restated Annual Incentive Plan: (i) a cash bonus in the amount of $196,875 (the
First Payment
) payable
on October 15, 2016 and an additional cash bonus in the amount of $65,625 (the
Second Payment
and together with the First Payment, the
Bonus
) for the fourth quarter 2016 and $100,000 of such Bonus subject
to forfeiture in the event that Nafus voluntarily leaves Marchex prior to October 3, 2017 (other than for Good Reason) or if Nafus is terminated by Marchex for Cause prior to October 3, 2017 (as such terms are defined in Nafus
amended and restated employment agreement dated April 21, 2016), and (ii) for the 2017 fiscal period, Nafus shall receive a guaranteed minimum cash bonus payment of $175,000 ($43,750 per quarter) assuming continued employment at each such
quarterly payment date.
Marchexs Compensation Committee on October 5, 2016 clarified that a material diminution for the purposes of
the Good Reason definition (as defined in Nafus amended and restated employment agreement dated April 21, 2016) is irrespective of a Change of Control.
SIGNATURES
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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Date: October 7, 2016
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MARCHEX, INC.
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By:
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/s/ M
ICHAEL
A. A
RENDS
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Name:
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Michael A. Arends
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Title:
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Chief Financial Officer
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