{"url_path":"/sec/mchx/8-k/2026-07-01/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1224133/0001193125-26-292561-index.html","accession_number":"0001193125-26-292561","cik":"0001224133","ticker":"MCHX","issuer_name":"MARCHEX INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1224133/0001193125-26-292561-index.html","primary_entity_key":"0001224133","primary_entity_name":"MARCHEX INC"},"word_count":337,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nSpecial Meeting of Stockholders\n\n \n\nOn July 1, 2026, Marchex held a special meeting (the “Special Meeting”) of stockholders at which the following proposals were submitted: (1) the approval of the proposal to approve the Transaction, the Stock Purchase Agreement and the Related Agreements as described in the Proxy Statement (the “Stock Purchase Proposal”), and (2) the approval of the adjournment or postponement of the Special Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in favor of the Stock Purchase Proposal (the “Adjournment Proposal”).\n\n \n\n \n\nThe final results for each of the matters submitted to a vote of stockholders at the Special Meeting, as certified by Computershare, the inspector of elections for the Special Meeting, are as follows:\n\n \n\nClass A & Class B Votes\n\nFor\n\nAgainst\n\nAbstain\n\nNon-Votes\n\n \n\n \n\nProposal 1 - Stock Purchase Proposal\n\n151,454,493\n\n \n\n25,074\n\n \n\n306\n\n \n\n0\n\nProposal 2 - Adjournment Proposal\n\n151,316,417\n\n \n\n163,150\n\n \n\n306\n\n \n\n0\n\n \n\n \n\nDisinterested Class A & Class B Votes\n\nFor\n\nAgainst\n\nAbstain\n\nNon-Votes\n\nProposal 1 – Stock Purchase Proposal\n\n32,537,021\n\n \n\n25,074\n\n \n\n306\n\n \n\n0\n\nProposal 2 - Adjournment Proposal\n\n32,398,945\n\n \n\n163,150\n\n \n\n306\n\n \n\n0\n\n \n\nThe Stock Purchase Proposal required the approval of (a) a majority of the voting power of all issued and outstanding Class A common stock and Class B common stock entitled to vote at the Special Meeting (treated as a single class) (the “Simple Majority Vote”) and (b) a majority of the voting power of all issued and outstanding Class A common stock and Class B common stock entitled to vote at the Special Meeting (treated as a single class), disregarding stock owned by Russell C. Horowitz and Michael Arends (the “Majority of the Minority Vote”), in each case as of the close of business on the record date and present or represented by proxy at the Special Meeting. The Stock Purchase Proposal was approved by approximately 99.9% under the Simple Majority Vote and approximately 99.9% under the Majority of the Minority Vote."}