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): September 15, 2015
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 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements for Certain Officers.
On September 15, 2015, Marchex, Inc. (Marchex or the
Company) announced that Gary Nafus (Nafus) will join Marchex as its Chief Revenue Officer commencing September 15, 2015 (the Grant Date). Mr. Nafus, age 41, is the former Managing
Director, Americas (SVP Sales & Client Services) for Kenshoo Corporation (Kenshoo), a position he held since 2013. Prior to Kenshoo, Nafus held various positions at Oracle Corporation (Oracle) from 2005
through 2013 and most recently he was Oracles VP Sales, Retail Industry.
Mr. Nafus annual base salary will be $300,000,
with an annual bonus opportunity of up to $350,000, based upon the attainment of mutually agreed to financial performance measures.
As an
inducement to join Marchex, Mr. Nafus will receive 275,000 stock options (the Options) and 225,000 shares of restricted stock (the Restricted Stock and together with the Options, the Equity
Awards) effective on the Grant Date and issued pursuant to Marchexs 2012 Stock Incentive Plan (the Plan). The Options will vest over four years, with 25% of the total option shares vesting on the first anniversary
of the Grant Date and the remainder vesting quarterly thereafter over the next three (3) year period in equal increments of 6.25% of the aggregate amount of such shares. The exercise price of the Options is the closing price of the stock on the
Grant Date. The Restricted Stock will vest over four years, with 25% of the total shares vesting on the first, second, third and fourth annual anniversaries of the Grant Date.
One hundred percent (100%) of the Equity Awards will become vested and nonforfeitable upon the occurrence of both (x) a Change in
Control (as such term is defined in the Plan), (y) followed by the earliest to occur of: (i) a termination of Nafus Service without Cause (as such terms are defined in the award agreements) by Marchex or any successor thereto,
(ii) a Diminution in Duties (as such term is defined in the award agreements), or (iii) the 12 month anniversary of the occurrence of the Change in Control so long as Nafus Service with Marchex or any successor thereto is continuous
from the Grant Date through such date (the Equity Acceleration).
In the event that Nafus is terminated by the Company
without Cause or Nafus resigns due to a Diminution in Duties, Nafus will receive a one-time lump sum payment in an amount equal to six (6) months of Nafus base salary plus an amount equal to half of the amount of Nafus target annual
bonus for the year in which Nafus is terminated (or, if no target annual bonus has been established for the year of termination, then the severance shall be calculated using the target annual bonus for Marchexs immediately prior fiscal year)
payable within fifteen (15) business days following the termination of employment. In addition, in the event that Nafus is terminated by the Company without Cause or Nafus resigns for Good Reason, Nafus will receive an additional twelve
(12) months of vesting on his Equity Awards (the Additional Vesting). The Equity Acceleration and the Additional Vesting shall apply to any additional Marchex equity awards granted to Nafus following the Grant Date.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release of Marchex, dated September 15, 2015. |
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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MARCHEX, INC. |
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Date: September 15, 2015 |
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By: |
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/s/ PETER CHRISTOTHOULOU |
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Name: |
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Peter Christothoulou |
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Title: |
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Chief Executive Officer |
Exhibit 99.1
Marchex, Inc.
Investor Relations
Trevor Caldwell, 206-331-3600
ir(at)marchex.com
Media Inquiries:
Marchex Corporate Communications
206-331-3434
pr(at)marchex.com
Marchex Appoints Gary Nafus as Chief Revenue Officer and Customer
Engagement Specialist Matthew Muilenburg as Senior Vice President to
Accelerate Mobile Advertising Analytics Leadership
SEATTLE (September 15, 2015) Marchex (NASDAQ: MCHX), a mobile advertising analytics company, today announced the appointment of two new
members to its executive leadership team. Kenshoo and Oracle veteran Gary Nafus has joined Marchex as Chief Revenue Officer. Matt Muilenburg, who most recently spearheaded international strategy and business development at CDK Global, has joined as
Senior Vice President, Customer Evangelist.
Nafus has more than 15 years of enterprise-class software sales experience, and has led sales organizations
for some of the worlds top enterprise software companies. Most recently, Nafus served as the Managing Director, Americas for Kenshoo, a leading marketing automation platform that manages more than $5 billion in annual advertising spend for
global brands and agencies. Under his leadership, the company rapidly expanded its Fortune 500 client base, deepened its enterprise client relationships, and developed its presence in Latin America and Asia. Prior to Kenshoo, he was Vice President
of Sales at Oracle Corporation where he was responsible for several vertical business units. Nafus has also held senior sales leadership roles at PeopleSoft and J.D. Edwards. At Marchex, Nafus will lead the companys sales, business development
and client engagement teams.
Gary has a rare combination of experience thats ideally suited to Marchex: proven enterprise technology sales
leadership combined with advertising technology expertise, said Peter Christothoulou, CEO at Marchex. Garys skill in building enterprise-class sales and client engagement teams at scale will be instrumental to accelerating our
global opportunity.
Were at a critical moment in mobile advertising as enterprise marketers are in need of solutions that bring
real-time visibility to the offline actions driven by mobile marketing, said Gary Nafus, Chief Revenue Officer. Marchexs mobile analytics platform delivers the highest mobile performance for enterprise clients, and I am thrilled to
join as CRO to help accelerate the delivery of solutions that transform mobile performance for clients worldwide.
Muilenburg has more than 15 years of advertising technology strategy, solution design and client engagement
experience. Prior to Marchex, Muilenburg served in a number of leadership roles across client development, marketing and product strategy functions at CDK Global, the largest global provider of integrated information technology and digital marketing
solutions to the automotive retail industry. Muilenburg was instrumental in securing new, global relationships with top automotive manufacturers and delivering innovations that increased client success. A recognized expert in digital marketing, he
is a frequent speaker at industry conferences on the future of digital marketing and advertising technology. At Marchex, Muilenburg will be responsible for developing strategies and executing programs designed to create and sustain relationships
with global brands.
Mobile has created enormous complexity for global brands, said Matt Muilenburg, Senior Vice President, Customer
Evangelist. Our ability to truly listen to customer needs and deliver solutions that drive transparency of the customer journey and higher business performance is transformational to marketers.
Matts deep knowledge of digital advertising and expertise in translating customer needs into solutions to scale business with the worlds
biggest brands will expand our capabilities and relationships worldwide, said Christothoulou.
About Marchex
Marchex is a mobile advertising analytics company that connects online behavior to real-world, offline actions. By linking critical touchpoints in the customer
journey, Marchexs products enable a 360-degree view of marketing effectiveness. Brands and agencies utilize Marchexs products to transform business performance.
Please visit www.marchex.com, blog.marchex.com or @marchex on Twitter (Twitter.com/Marchex), where Marchex discloses material information from time to time
about the Company, its financial information, and its business.
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