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Marchex Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Friday, 3/29/24, at 7:51pm ET   ·   As of:  4/1/24   ·   For:  12/31/23   ·   Accession #:  950170-24-38807   ·   File #:  0-50658

Previous ‘10-K’:  ‘10-K/A’ on 5/1/23 for 12/31/22   ·   Next & Latest:  ‘10-K/A’ on 4/29/24 for 12/31/23   ·   17 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  Marchex Inc.                      10-K       12/31/23   78:9.2M                                   Donnelley … Solutions/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.77M 
 2: EX-21.1     Subsidiaries List                                   HTML     27K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML     23K 
 7: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     26K 
                Awarded Compensation                                             
 4: EX-31.1(I)  Certification -- §302 - SOA'02                      HTML     28K 
 5: EX-31.1(II)  Certification -- §302 - SOA'02                     HTML     28K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     29K 
 9: R1          Document and Entity Information                     HTML    101K 
10: R2          Consolidated Balance Sheets                         HTML    125K 
11: R3          Consolidated Balance Sheets (Parenthetical)         HTML     37K 
12: R4          Consolidated Statements of Operations               HTML     93K 
13: R5          Consolidated Statements of Operations               HTML     36K 
                (Parenthetical)                                                  
14: R6          Consolidated Statements of Stockholders' Equity     HTML     71K 
15: R7          Consolidated Statements of Cash Flows               HTML    101K 
16: R8          Pay vs Performance Disclosure                       HTML     35K 
17: R9          Insider Trading Arrangements                        HTML     43K 
18: R10         Insider Trading Policies and Procedures             HTML     25K 
19: R11         Description of Business and Summary of Significant  HTML    214K 
                Accounting Policies and Practices                                
20: R12         Property and Equipment                              HTML     52K 
21: R13         Leases                                              HTML     60K 
22: R14         Commitments and Contingencies                       HTML     56K 
23: R15         Income Taxes                                        HTML    152K 
24: R16         Stockholders' Equity                                HTML    137K 
25: R17         401(k) Savings Plan                                 HTML     30K 
26: R18         Segment Reporting and Geographic Information        HTML     42K 
27: R19         Identifiable Intangible Assets from Acquisitions    HTML     83K 
28: R20         Divestiture Support Services Agreement              HTML     31K 
29: R21         Interest Income (Expense) and Other, Net            HTML     41K 
30: R22         Description of Business and Summary of Significant  HTML    258K 
                Accounting Policies and Practices (Policies)                     
31: R23         Description of Business and Summary of Significant  HTML    162K 
                Accounting Policies and Practices (Tables)                       
32: R24         Property and Equipment (Tables)                     HTML     48K 
33: R25         Leases (Tables)                                     HTML     58K 
34: R26         Commitments and Contingencies (Tables)              HTML     48K 
35: R27         Income Taxes (Tables)                               HTML    146K 
36: R28         Stockholders' Equity (Tables)                       HTML    115K 
37: R29         Segment Reporting and Geographic Information        HTML     36K 
                (Tables)                                                         
38: R30         Identifiable Intangible Assets from Acquisitions    HTML     79K 
                (Tables)                                                         
39: R31         Interest Income (Expense) and Other, Net (Tables)   HTML     40K 
40: R32         Description of Business and Summary of Significant  HTML     84K 
                Accounting Policies and Practices - Additional                   
                Information (Detail)                                             
41: R33         Description of Business and Summary of Significant  HTML     31K 
                Accounting Policies and Practices - Fair Value of                
                Cash and Cash Equivalents (Detail)                               
42: R34         Description of Business and Summary of Significant  HTML     32K 
                Accounting Policies and Practices - Allowance for                
                Doubtful Accounts Activity (Detail)                              
43: R35         Description of Business and Summary of Significant  HTML     31K 
                Accounting Policies and Practices - Allowance for                
                Advertiser Credits Activity (Detail)                             
44: R36         Description of Business and Summary of Significant  HTML     28K 
                Accounting Policies and Practices - Additional                   
                Information (Detail 1)                                           
45: R37         Description of Business and Summary of Significant  HTML     33K 
                Accounting Policies and Practices - Schedules of                 
                Concentration of Risk Based on Consolidated                      
                Revenue (Detail)                                                 
46: R38         Description of Business and Summary of Significant  HTML     63K 
                Accounting Policies and Practices - Computation of               
                Net Loss Per Share Basic and Diluted (Detail)                    
47: R39         Property and Equipment (Detail)                     HTML     45K 
48: R40         Property and Equipment (Parenthetical) (Detail)     HTML     30K 
49: R41         Property and Equipment - Additional Information     HTML     33K 
                (Detail)                                                         
50: R42         Leases - Additional Information (Detail)            HTML     35K 
51: R43         Leases - Schedule of Lease Cost Recognized in       HTML     38K 
                Consolidated Statement of Operations and Other                   
                Information (Detail)                                             
52: R44         Leases - Schedule of Operating and Financing Lease  HTML     48K 
                Liabilities (Detail)                                             
53: R45         Future Minimum Payments (Detail)                    HTML     60K 
54: R46         Commitments and Contingencies - Additional          HTML     30K 
                Information (Detail)                                             
55: R47         Loss from Continuing Operations Before Provision    HTML     33K 
                for Income Taxes (Detail)                                        
56: R48         Provision for Income Taxes (Detail)                 HTML     39K 
57: R49         Computation of Income Tax Expense (Benefit) from    HTML     49K 
                Continuing Operations Using Federal Statutory Rate               
                (Detail)                                                         
58: R50         Income Taxes - Additional Information (Detail)      HTML     46K 
59: R51         Deferred Tax Assets and Liabilities (Detail)        HTML     58K 
60: R52         Summary of Activity Related to Tax Contingencies    HTML     28K 
                Recorded As an Offset to Deferred Tax Assets                     
                (Detail)                                                         
61: R53         Stockholders Equity - Additional Information        HTML    165K 
                (Detail)                                                         
62: R54         Stockholders Equity - Stock-based Compensation      HTML     35K 
                Expense by Operating Expense (Detail)                            
63: R55         Stockholders Equity - Assumptions to Estimate Fair  HTML     50K 
                Value for Stock Options at Grant Date (Detail)                   
64: R56         Stockholders Equity - Summary of Stock Option,      HTML     80K 
                Restricted Stock Award, and Restricted Stock Unit                
                Activity (Detail)                                                
65: R57         Stockholders Equity - Stock Compensation Activity   HTML     38K 
                (Detail)                                                         
66: R58         Stockholders Equity - Summary Restricted Stock      HTML     53K 
                Awards and Restricted Stock Units Activity                       
                (Detail)                                                         
67: R59         401(k) Savings Plan - Additional Information        HTML     25K 
                (Detail)                                                         
68: R60         Segment Reporting and Geographic Information -      HTML     26K 
                Additional Information (Detail)                                  
69: R61         Revenues by Geographic Region (Detail)              HTML     33K 
70: R62         Identifiable Intangible Assets from Acquisitions -  HTML     45K 
                Summary of Identifiable Intangible Assets from                   
                Acquisitions (Detail)                                            
71: R63         Identifiable Intangible Assets from Acquisitions -  HTML     44K 
                Additional Information (Detail)                                  
72: R64         Divestiture Support Services Agreement -            HTML     38K 
                Additional Information (Detail)                                  
73: R65         Interest Income (Expense) and Other, Net - Summary  HTML     36K 
                of Interest Income (Expense) and Other, Net                      
                (Detail)                                                         
75: XML         IDEA XML File -- Filing Summary                      XML    148K 
78: XML         XBRL Instance -- mchx-20231231_htm                   XML   2.17M 
74: EXCEL       IDEA Workbook of Financial Report Info              XLSX    144K 
 8: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   3.79M 
                Linkbases Document -- mchx-20231231                              
76: JSON        XBRL Instance as JSON Data -- MetaLinks              546±   863K 
77: ZIP         XBRL Zipped Folder -- 0000950170-24-038807-xbrl      Zip    366K 


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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  EX-97.1  

 

POLICY FOR RECOVERY OF INCENTIVE COMPENSATION

If Marchex, Inc. (the “Company”) determines it must prepare a restatement, the Company will seek to recover the amount of erroneously awarded incentive compensation received by a covered officer, as provided below.

For purposes of this policy, the term (i) “restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement); (ii) “incentive compensation” means any (a) compensation based in whole or in part upon attainment of a financial reporting measure, or (b) any profits realized from the sale of securities of the issuer; (iii) “financial reporting measure” means any measure that is determined and presented in accordance with, or derived wholly or in part from, the accounting principles used in preparing the Company’s financial statements, as well as stock price and total shareholder return; (iv) “erroneously awarded” means the amount of incentive compensation during the three completed fiscal years immediately preceding the date on which the Company was required to prepare the restatement, to the extent such amount exceeds the amount that otherwise would have been received had the amount been determined based on the restatement; and (v) the term “covered officer” means a current or former “officer” of the Company as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Compensation Committee (the “Committee”) of the Board of Directors shall have full and final authority to make all determinations under this policy, including as to the amount and form of recovery. The Committee must seek to recover from a covered officer all erroneously awarded incentive compensation unless the direct expense paid to a third party to assist in enforcing this policy would exceed the recoverable amount, or applicable listing rules otherwise do not require recovery. When the amount is not subject to mathematical recalculation directly from the information in the restatement, the Committee may determine a reasonable estimate of the effect of a restatement on a financial reporting measure. The Committee may determine that the form of recovery is to offset the recovery amount against other compensation (including through the cancellation of equity awards). In addition, the Committee may, to the extent permitted by law, take other remedial and recovery action, as determined by the Committee. The Committee may cause the Company to take such action as it deems necessary or appropriate to implement this policy.

This policy is intended to comply with Section 10D of the Exchange Act, Rule 10D-1 thereunder, and the applicable rules of any national securities exchange on which the Company’s securities are listed, and this policy will be interpreted and administered consistently with that intent. This policy applies to all incentive compensation received on or after October 2, 2023.

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:4/1/24
Filed on:3/29/24
For Period end:12/31/23
10/2/234,  8-K
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/22/24  Marchex Inc.                      S-8         4/22/24    4:106K                                   Donnelley … Solutions/FA


16 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/05/23  Marchex Inc.                      10-Q        3/31/23   68:6.9M                                   ActiveDisclosure/FA
 3/31/23  Marchex Inc.                      10-K       12/31/22   82:12M                                    ActiveDisclosure/FA
 3/29/22  Marchex Inc.                      10-K       12/31/21   87:11M                                    ActiveDisclosure/FA
 8/20/21  Marchex Inc.                      DEF 14A    10/01/21    1:2.3M                                   ActiveDisclosure/FA
 8/24/20  Marchex Inc.                      DEFM14A     8/24/20    1:2.8M                                   ActiveDisclosure/FA
 3/13/20  Marchex Inc.                      10-K       12/31/19   90:11M                                    ActiveDisclosure/FA
 3/18/19  Marchex Inc.                      10-K       12/31/18   90:11M                                    ActiveDisclosure/FA
 3/14/18  Marchex Inc.                      10-K       12/31/17   75:13M                                    ActiveDisclosure/FA
11/06/17  Marchex Inc.                      10-Q        9/30/17   53:5.9M                                   ActiveDisclosure/FA
 8/04/17  Marchex Inc.                      10-Q        6/30/17   54:5.9M                                   ActiveDisclosure/FA
 7/10/17  Marchex Inc.                      DEF 14A     8/21/17    1:2.3M                                   ActiveDisclosure/FA
 3/08/17  Marchex Inc.                      10-K       12/31/16   76:13M                                    ActiveDisclosure/FA
 8/09/16  Marchex Inc.                      10-Q        6/30/16   68:4.3M                                   Donnelley … Solutions/FA
 3/10/15  Marchex Inc.                      10-K       12/31/14   92:12M                                    Donnelley … Solutions/FA
 3/30/04  Marchex Inc.                      SB-2/A                 4:1.8M                                   Donnelley … Solutions/FA
 3/19/04  Marchex Inc.                      SB-2/A                10:2.8M                                   Donnelley … Solutions/FA
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