UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDUL E 14A

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment

(Amendment No.   )

☐

Soliciting Material Pursuant to §240.14a-12

THRYV HOLDINGS, 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):

	☒
DEX MEDIA, 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):
ý		No fee required.

o

☐

Fee paid previously with preliminary materials.

	☐	Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

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April 17, 2015

Dear Stockholders:Stockholders

        I am pleased to invite youYou are cordially invited to attend the 20152023 Annual Meeting of Stockholders ("Annual Meeting") of Dex Media,Thryv Holdings, Inc. (the "Company" or "Dex Media"), which will be held virtually at our D/FW headquarters, locatedhttps://www.virtualshareholdermeeting.com/THRY2023 on June 13, 2023 at 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261, on Thursday, May 28, 2015,10 a.m. Central Time. The Annual Meeting will be held in a virtual meeting format only and you will not be able to attend in person. Instructions for accessing the virtual meeting platform online are included in the proxy statement for this meeting.

The matters expected to be acted upon at 9 a.m. local time. The attachedthe Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement will guide you through the items of business to be conducted at thestatement. The Annual Meeting and provide details regardingmaterials include the Annual Meeting.

        During 2014, we made progress on many fronts—integrating corporate functions from our legacy companies, continuing to pay down our debt, expanding our telephone sales channel and adding more bundled, multi-platform marketing solutions to our product suite.

        When I joined the Company in the fourth quarter as CEO, my mandate from the Board of Directors was clear—to accelerate the Company's transformation from a legacy print directory business into a full service digital media company. To achieve that mandate, I appointed a new executive team that is a mix of proven talent from the Company and from the industry.

        Last December, we announced a number of transformative initiatives designed to reorganize the Company, achieve significant cost reductions and improve operational productivity. We also announced a number of revenue enhancement measures that will improve and upgrade our existing products, enhance the sales call and provide a more satisfying client experience. All of those efforts are now underway.

        We are excited to see the many planned changes and enhancements come to life. With fiscal year 2014 behind us, we are now fully focused on reshaping the business and creating a sustainable future.

        As we evolve our business, our processes and our product mix, our Board, executives and employees remain committed to strong corporate governance as the foundation for financial integrity and shareholder confidence. We value the ongoing input we receive from investors and other stakeholders.

        Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote promptly using the directions outlined in this proxy statement.

        On behalf of the Board of Directors and the executive team, I would like to express our appreciation for your interest in Dex Media.

Sincerely,

Joseph A. Walsh
Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 28, 2015

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Dear Stockholders:

        We are pleased to invite you to attend the 2015 Annual Meeting (the "Annual Meeting") of Stockholders of Dex Media, Inc. (the "Company," "Dex Media," "we," "us" or "our") to be held on Thursday, May 28, 2015, at 9:00 a.m., local time, at our headquarters at 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261. The meeting will be held for the following purposes:

1.

To elect eight directors to serve until the 2016 Annual Meeting of Stockholders;



2.

To approve, on an advisory basis, the Company's executive compensation;



3.

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2015; and



4.

To transact such other business as may properly come before the Annual Meeting.

        Information concerning the matters to be voted upon at the Annual Meeting is set forth in the accompanying proxy statement. Holders of record of the Company's common stock as of the close of business on April 6, 2015 are entitled to notice, of, and to vote at, the Annual Meeting. A list of such stockholders will be available at the Annual Meeting, and during the ten days prior to the Annual Meeting, at our headquarters located at the address above.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 28, 2015. We are furnishing proxy materials to our stockholders primarily over the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so we provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. On or about April 17, 2015, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access the proxy statement, our annual report, and vote online, and made proxy materials available to our stockholders over the Internet. Instructions for requesting paper or e-mail copies of the proxy materials are contained in the Notice of Internet Availability of Proxy Materials.card.

        Your vote is important. You are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, we hope you will vote as promptly as possible.

		By Order of the Board of Directors,
		Raymond R. Ferrell Executive Vice President, General Counsel and Corporate Secretary

D/FW Airport, Texas
April 17, 2015

IMPORTANT

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please cast your vote as soon as possible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in person,the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting.

Sincerely,

Lesley Bolger

Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be Held on June 13, 2023. The Proxy Statement and Annual Report are Available at
https://www.virtualshareholdermeeting.com/Thry2023.

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2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261

To Our Stockholders

Notice of Annual Meeting of Stockholders

Date:
June 13, 2023

Time:
10 a.m. Central Time

Place:
Virtual Internet

Your Vote
is Important

Whether or not you plan to attend the virtual annual meeting, we encourage you to readvote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.

Our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be a virtual stockholder meeting, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting and save Thryv and our stockholders time and money. In addition to online attendance, this proxy statementformat provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote promptlyonline during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at www.virtualshareholdermeeting.com/THRY2023. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:45 a.m., Central Time, on June 13, 2023. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.

Items of Business:

	Elect two Class III directors of Thryv Holdings, Inc., each to serve a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified.
	Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
	Approve, on a non-binding advisory basis, the compensation of our named executive officers.
	Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date:

Only stockholders of record at the close of business on April 17, 2023 (the “Record Date”) are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments or postponements thereof.

Proxy Voting:

On or about April 28, 2023, we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or if you requested to receive printedby mail. We expect that our proxy statement and other proxy materials by completing and mailing a proxy card or voting instruction form, so that your shares will be represented atavailable to stockholders on this same date. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

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This Notice of the Annual Meeting. Please reviewMeeting, proxy statement, and form of proxy are being first distributed and made available to stockholders on or about April 28, 2023.

By Order of the instructionsBoard of Directors,

Lesley Bolger
Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary
April 28, 2023

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Table of Contents

Information About Solicitation and Voting	1
Internet Availability of Proxy Materials	1
General Information About the Meeting	1
Corporate Governance	5
Nominations Process and Director Qualifications	11
Proposal No. 1 Election of Directors	13
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm	19
Report of the Audit Committee	22
Executive Officers	23
Security Ownership of Certain Beneficial Owners and Management	25
Certain Relationships and Related Party Transactions	27
Executive Compensation	29
Proposal No. 3 Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers	55
Additional Information	56

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Proxy Statement for the 2023 Annual Meeting of Stockholders

Information About Solicitation and Voting

The accompanying proxy is solicited on eachbehalf of your voting options described inthe board of directors of Thryv Holdings, Inc. for use at our 2023 Annual Meeting of Stockholders, or Annual Meeting, to be held virtually at www.virtualshareholdermeeting.com/THRY2023 on June 13, 2023 at 10 a.m. Central Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this proxy statement as well asfor the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 28, 2023. An annual report for the fiscal year ended December 31, 2022 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials you receivedMaterials. In this Proxy Statement, we refer to Thryv Holdings, Inc. as “Thryv,” “Company,” “we,” or “us.” References to our website in this Proxy Statement are not intended to function as hyperlinks and the mail.information contained on our website is not intended to be incorporated into this Proxy Statement.

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Internet Availability of Proxy Materials

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TABLE OF CONTENTS

General Information about the Annual Meeting and Voting			1
Proxy Summary			2
Questions and Answers about the Annual Meeting and Voting			7
Corporate Governance			11
Board Composition, Responsibilities and Leadership Structure			11
Director Independence			11
Board Committees			12
Corporate Governance Principles			13
Risk Oversight			13
Communications with the Board			14
Code of Conduct			14
Related Person Transactions			14
Election of Directors (Item No. 1)			16
Executive and Director Compensation			20
Compensation Discussion and Analysis			20
Section 1—Business Summary and Highlights			20
Section 2—Chief Executive Officer Pay and Transition			21
Section 3—Our Compensation Decision Making Process			22
Section 4—Compensation Philosophy, Objectives and Programs			24
Section 5—Executive Employment and Consulting Agreements			33
Section 6—Other Compensation Related Items			35
Compensation and Benefits Committee Report			38
Executive Compensation Tables			39
Summary Compensation Table			39
Grants of Plan-Based Awards Table—Fiscal 2014			41
Additional Information Relating to Summary Compensation Table and Grants of Plan-Based Awards Table			41
Outstanding Equity Awards at Fiscal Year-End—Fiscal 2014			43
Option Exercises and Stock Vested—Fiscal 2014			44
Pension Benefits—Fiscal 2014			44
Potential Payments Upon Termination or Change in Control			45
Compensation and Benefits Committee Interlocks and Insider Participation			51
Director Compensation			51
Advisory Vote Approving the Company's Executive Compensation (Item No. 2)			54
Stock Ownership Information			55
Stock Ownership of Certain Beneficial Owners and Management			55
Section 16(a) Beneficial Ownership Reporting Compliance			56
Audit and Finance Committee			57
Audit and Finance Committee Report			57
Principal Accountant Fees and Services			57
Ratification of Appointment of Independent Registered Public Accounting Firm for 2015(Item No. 3)			59
Householding of Materials			60
Other Information			60
How to Raise a Matter at a Meeting or Nominate Members of the Board of Directors			60

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DEX MEDIA, INC.
P.O. Box 619810
2200 West Airfield Drive
D/FW Airport, Texas 75261

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PROXY STATEMENT

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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

        This proxy statement provides information in connectionIn accordance with the solicitation of proxies by the Board of Directors (the "Board") of Dex Media, Inc. (the "Company," "Dex Media," "we," "us" or "our") for use at the Company's 2015 Annual Meeting of Stockholders or any postponement or adjournment thereof (the "Annual Meeting").

        Holders of record of the Company's common stock as of the close of business on April 6, 2015, are entitled to vote at the Annual Meeting. Each holder of record as of April 6, 2015, is entitled to one vote for each share of common stock held. On April 6, 2015, there were 17,621,932 shares of common stock outstanding.

        Pursuant to "notice and access" rules adopted by theU.S. Securities and Exchange Commission, ("SEC"),or SEC, rules, we are using the Company has elected to provide access to itsInternet as our primary means of furnishing proxy materials over the Internet. Accordingly, on or about April 17, 2015, materials for the Annual Meeting, including thisto stockholders. Consequently, most stockholders will not receive paper copies of our proxy statement and the Company's 2014 Annual Report, are being made available to allmaterials. We will instead send these stockholders entitled to vote at the Annual Meeting. We also mailed a Notice of Internet Availability of Proxy Materials (the "Notice")with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on or abouthow stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.

General Information About the Meeting

Purpose of the Annual Meeting
You are receiving this Proxy Statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.

Record Date; Quorum
Only holders of record of our common stock at the close of business on April 17, 2015,2023, or the Record Date, will be entitled to allvote at the Annual Meeting. At the close of business on the Record Date, we had 34,821,268 shares of common stock outstanding and entitled to vote. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting. This Notice includes (i) instructions on howMeeting will be available for examination by any stockholder for any purpose relating to access our proxy materials electronically, (ii) the date, time and location of the Annual Meeting (iii)during ordinary business hours at our headquarters, at 2200 West Airfield Drive, DFW Airport, Texas 75261. If our headquarters are closed during the ten days prior to the Annual Meeting, a descriptionstockholder may send a written request to our Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary at 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas, 75261, and we will arrange a way for the stockholder to inspect the list.

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The holders of a majority of the matters intendedvoting power of the shares of our common stock entitled to be acted uponvote at the Annual Meeting (iv) a listas of the materials being made available electronically, (v) instructions on how a stockholder can requestRecord Date must be present at the Annual Meeting in order to receive paper or e-mail copies of the proxy materials, (vi) any control/identification numbers that a stockholder needs to access the proxy, and (vii) information about attendinghold the Annual Meeting and votingconduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person. We encourage our stockholders to take advantageperson at the Annual Meeting or if you have properly submitted a proxy.

Voting Rights; Required Vote
In deciding all matters at the Annual Meeting, as of the availabilityclose of business on the Record Date, each share of common stock represents one vote. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.

Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, Inc., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, overby filling out and returning the Internetproxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to help lowerdirect your nominee on how to vote the costsshares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of delivery and reducerecord for purposes of voting at the environmental impactAnnual Meeting. Because you are not the stockholder of our Annual Meeting.

        No business can be conductedrecord, you may not vote your shares at the Annual Meeting, unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL”, “WITHHOLD ALL”, or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 will be by the affirmative vote of the majority of all shares entitled to vote are either present in person or represented by proxy at the Annual Meeting. As far as we know,meeting and entitled to vote on the only mattersmatter. The compensation of our named executive officers will be approved by a non-binding advisory vote by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

Recommendations of Our Board of Directors on Each of the Proposals Scheduled to be brought beforeVoted on at the Annual Meeting

Proposal		Board Recommendation
	The election of two Class III directors named in this Proxy Statement	For All Nominees
	The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	For
	Non-binding advisory vote on the compensation of our named executive officers	For

Abstentions; Broker Non-Votes
Abstentions occur when shares present at the Annual Meeting are marked “Abstain.” Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. Abstentions are considered shares present

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and entitled to vote on Proposal No. 2 and Proposal No. 3, and, thus, will have the same effect as a vote “Against” Proposal No. 2 and Proposal No. 3. At the Annual Meeting, withhold votes will have no effect on Proposal No. 1.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those referredshares, absent instructions from the beneficial owner of such shares, a broker is not entitled to in this proxy statement.vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal No. 2 is considered a routine matter and brokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 2. If any additional matters area broker chooses not to vote shares for or against Proposal No. 2, it would have the same effect as a vote “Against” Proposal No. 2. The other proposals presented at the Annual Meeting are non-routine matters and therefore broker non-votes are not deemed to be shares entitled to vote on and will have no effect on Proposal No. 1 and Proposal No. 3.

Voting Instructions; Voting of Proxies

Vote by Internet at the Annual Meeting You may vote via the virtual meeting website—any stockholder can attend the Annual Meeting by visiting https://www.virtualshareholder meeting.com/THRY2023, where stockholders may vote and submit questions during the meeting. The meeting starts at 10 a.m. Central Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.

Vote by Telephone or Internet You may vote by telephone or through the Internet—in order to do so, please follow the instructions shown on your proxy card.

Vote by Mail You may vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign, and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed, and dated proxy card must be received prior to the Annual Meeting.

Votes submitted by telephone or through the persons named as proxies mayInternet must be received by 11:59 p.m. Eastern Time on June 12, 2023. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will not affect your right to vote at the Annual Meeting should you decide to attend the Annual Meeting virtually. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares in their discretion.

shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hopeurge you to vote by proxy to ensure that your vote is counted.

All proxies will vote as soon as possible. You may vote overbe voted in accordance with the Internet, as well as by telephone, or, ifinstructions specified on the proxy card. If you requested to receive printed proxy materials, by completing and mailingsign a physical proxy card or voting instruction form, so thatand return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be represented atvoted in accordance with the recommendations of our board of directors stated above. If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of certain of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. Please review

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If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your voting options describedshares are voted.

We recommend that you vote your shares in this proxy statement,advance of the meeting as well as in the Notice you received in the mail.

        Also, please let us knowinstructed above, even if you plan to attend the Annual Meeting virtually.

Revocability of Proxies
A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:

●

delivering to our Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary by mail a written notice stating that the proxy is revoked;

●

signing and delivering a proxy bearing a later date;

●

voting again by telephone or through the Internet; or

●

attending virtually and voting during the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by markinga broker, bank, or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Expenses of Soliciting Proxies
We will pay the appropriate box onexpenses of soliciting proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the enclosed proxy, card, ifand any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you requestedchoose to receive printedaccess the proxy materials or if you vote by telephone or overthrough the Internet, you are responsible for any Internet access charges you may incur.

Voting Results
Voting results will be tabulated and certified by indicating your plans when prompted.the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.

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Corporate Governance

PROXY SUMMARY

        This summary includes highlightsWe are committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management pursue our strategic objectives for the benefit of our proxy materials for your reference. This summary does not include allstockholders.

Independence of Directors

The listing rules of the Nasdaq Stock Market LLC, or Nasdaq, generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of our audit, compensation, and nominating and corporate governance committees be independent.

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that you should consider, so please readAmer Akhtar, Bonnie Kintzer, Ryan O’Hara, John Slater, Lauren Vaccarello and Heather Zynczak do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our entire proxy statement before you vote.board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence.

2015 ANNUAL MEETING OF STOCKHOLDERS
Board Leadership Structure

Date:    May 28, 2015The board of directors is committed to promoting effective, independent governance of the Company. The board of directors believes it is in the best interests of the stockholders and the Company for the board of directors to have the flexibility to select the best director to serve as Chairman at any given time, regardless of whether that director is an independent director or the Chief Executive Officer.

Time:    9:00 a.m., local timeSince December 2021, Mr. Walsh has served as our Chairman as well as our Chief Executive Officer, and Mr. Slater has served as Lead Independent Director.

Place:The board of directors believes that this structure is effective and best for the Company at this point in time for several reasons. Mr. Walsh has been our Chief Executive Officer and a director since October 2014. Mr. Walsh also holds a significant number of shares of our common stock. The board of directors believes that as a long-term executive officer, director and significant stockholder, Mr. Walsh is well qualified to serve as our Chairman and Chief Executive Officer, and his interests are aligned with our stockholders. Furthermore, Mr. Walsh has extensive experience and knowledge of the Company and in the areas of SaaS software and small and medium sized businesses. Mr. Walsh is the person with primary responsibility for our day-to-day operations and the execution of our strategies. Because our performance is one of the most important topics at meetings of the board of directors, Mr. Walsh is well-suited to chair these discussions. This allows him to highlight important issues without unnecessary procedural delay. It also allows him to provide the proper context and background, including access to members of management and Company and industry reports, for each issue considered by the board of directors. Mr. Walsh’s extensive knowledge of the Company and involvement with day-to-day activities also helps ensure effective risk oversight for the Company. Mr. Walsh adheres to an “open door” policy in his communications with members of the board of directors and talks frequently with board members. Furthermore, board members are encouraged to freely communicate with any member of management at any time. The board of

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directors also believes it is beneficial, in terms of its relationship with employees, stockholders, customers, business partners and others, to provide a single voice for the Company through Mr. Walsh. Having one person serve as both our Chairman and Chief Executive Officer demonstrates for our employees, stockholders, customers, business partners and others that the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. Having a single leader for both the Company and the board of directors eliminates the potential for confusion or duplication of efforts, and provides clear leadership for our Company. In addition, in Mr. Walsh, the board of directors has found an effective leader who is able to facilitate open and productive discussion, effectively utilize each individual director’s unique perspective and expertise, lead the board of directors in innovative and creative problem solving and, by virtue of his personal investment in the Company, to represent the interests of our stockholders as a whole.

To help ensure the independence of the board of directors, our Lead Independent Director has assumed certain responsibilities pertaining to the operation of the board of directors. The Lead Independent Director presides over all executive sessions of the non-management directors and other meetings of the board of directors in the absence of the Chairman, serves as the principal liaison to the non-management directors and consults with the Chief Executive Officer regarding information to be sent to the board of directors, meeting agendas and establishing meeting schedules. In order to give a significant voice to our non-management directors, our non-management directors will meet regularly in executive session in 2023.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below.

				Committees
Name	Age	Director Since	Independent(1)	Audit	Compensation	Nominating and Corporate Governance
Joseph A. Walsh Chairman and CEO	60	2014
Amer Akhtar Director	53	2020
Bonnie Kintzer Director	61	2020
Ryan O’Hara Director	54	2020
John Slater Lead Independent Director	50	2016
Lauren Vaccarello Director	39	2020
Heather Zynczak Director	51	2020

= Chairperson

= Member

= Financial Expert

Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available, without charge, upon request in writing to Thryv Holdings, Inc., 2200 West Airfield Drive, P.O. Box 619810, D/FWDFW Airport, Texas 75261, Attn: Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary, or in the “Investor Relations” section of our website, which is located at https://investor.thryv.com. Directors serve on these committees until their resignations or until otherwise determined by our board of directors.

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Audit Committee

Record Date:    StockholdersThe primary purposes of recordour audit committee are to assist the Board’s oversight of:

●

audits of our financial statements;

●

the integrity of our financial statements;

●

our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;

●

the qualifications, engagement, compensation, independence, and performance of our independent auditor; and

●

the performance of our internal audit function.

Our audit committee consists of Mr. Akhtar, Mr. Slater and Ms. Zynczak, with Mr. Slater serving as chair of the closeaudit committee. Each of businessMr. Akhtar, Mr. Slater and Ms. Zynczak qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d) of Regulation S-K. Our board of directors has affirmatively determined that Mr. Akhtar, Mr. Slater and Ms. Zynczak meet the definition of an “independent director” for the purposes of serving on April 6, 2015 are entitled to attend,the audit committee under applicable Nasdaq rules and to vote at,Rule 10A-3 under the Annual Meeting.Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our audit committee is governed by a charter that complies with the Nasdaq listing rules. The audit committee met five times in 2022.

Admission Requirements:    You must provide proof of your ownershipCompensation Committee

The primary purposes of our common stockcompensation committee are to assist the board of directors in overseeing our management compensation policies and practices, including:

●

determining and approving the compensation of our executive officers; and

●

producing an annual report regarding the Compensation Discussion and Analysis included in the Company’s proxy statement and annual report on Form 10-K.

Our compensation committee consists of Ms. Kintzer, Mr. Slater and Ms. Vaccarello, with Ms. Kintzer serving as chair of the compensation committee. Each member of the compensation committee qualifies as an independent director under the Nasdaq listing rules. Our compensation committee is governed by a formcharter that complies with the rules of personal identificationNasdaq. The compensation committee met six times in 2022.

Nominating and Corporate Governance Committee

The primary purposes of our nominating and corporate governance committee are:

●

making recommendations to the board of directors regarding nomination of individuals as members of the board of directors and its committees;

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assisting the board of directors with identifying individuals qualified to become board of directors members; and

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determining corporate governance practices and related matters.

Our nominating and corporate governance committee consists of Mr. Akhtar, Mr. O’Hara and Ms. Vaccarello, with Mr. O’Hara serving as chair of the nominating and corporate governance committee. Each member of the nominating and corporate governance committee qualifies as an independent director under the Nasdaq listing rules. The nominating and corporate governance committee is governed by a charter that complies with the rules of Nasdaq. The nominating and corporate governance committee met three times in 2022.

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Our Board of Directors’ Role in Risk Oversight

Our board of directors has primary responsibility for admissionthe oversight of our risk management and, either as a whole or through the audit committee, discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. This risk oversight process includes the audit committee of the board of directors (i) identifying major risk areas and (ii) presenting such exposure to the Annual Meeting. For more information about attendanceboard of directors to assess our risk identification, risk management and voting please see the "Questions and Answers About the Annual Meeting and Voting" beginning on page 7.

VOTING MATTERS AND BOARD RECOMMENDATIONS

        The following table summarizes the proposals that will be considered at our Annual Meeting and also provides our Board of Directors' recommendationsmitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.

At each proposal.regular meeting of the audit committee of our board of directors, of which there were five in 2022, our management provides reports relating to existing and emerging risks at our Company, including, as appropriate, risk assessments, cyber and data security risks, privacy updates and any security incidents. The Company’s internal Governance, Risk, Ethics and Compliance Committee also meets quarterly to discuss cyber and data security risks.

Board and Committee Meetings and Attendance

Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During fiscal year 2022, our board of directors met five times, the audit committee met five times, the compensation committee met six times and the nominating and corporate governance committee met three times. During fiscal 2022, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.

Board Attendance at Annual Stockholders’ Meeting

Our policy is to invite and encourage each member of our board of directors to be present at our annual meeting of stockholders. All directors attended the 2022 Annual Meeting.

Communication With Directors

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our Chairperson or Lead Independent Director) may do so in writing addressed to the attention of our Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary.

All communications are reviewed by the Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.

The address for these communications is:

Thryv Holdings, Inc.
2200 West Airfield Drive
P.O. Box 619810,
DFW Airport, Texas 75261,

Attn: Chief Legal Officer & Human Resources and Executive Vice President, Chief Compliance Officer and Secretary

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Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct that applies to all our employees and the members of our board of directors. Our Code of Ethics and Business Conduct is posted on the “Investors” section of our website, which is located at
https://investor.thryv.com under “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirements regarding amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct by posting such information on our website at the address and location specified above.

Corporate Social Responsibility

Our culture is shaped by our core values, which are as follows:

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Client Devoted

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DONE3 (Make a Clear Commitment, Deliver on Your Commitment, and Follow-Up to Ensure Satisfaction)

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Act Like You Own the Place

●

Invest in Our People

Proposals				Board Vote Recommendation		Page Reference (			●	Under Promise, Over Deliver

●

Making Money is a Byproduct of Helping People

●

Think Long-Term; Act with Passion and Integrity

As part of our core value of “invest in our people”, we support various initiatives. We strive to ensure our work environment reflects diversity, fairness and meritocracy. Our Diversity and Inclusion Council provides a voice for our diverse employees to share insights, communicate with leadership, and generate ideas and actions to enhance and impact diversity at the Company. The Diversity and Inclusion Council plans and sponsors events to celebrate diversity and inclusion and create opportunities for networking and mentorship within diverse groups. This Council is global – represented by employees in the U.S., Dominican Republic and Australia.

Our employees support a number of charitable organizations and participate in our Day of Giving program. In particular, Thryv Australia is a key sponsor of the charity R U OK? which provides support and awareness for mental health and suicide prevention services. Along these same lines, our Australian (“AU”) team hosts a Health and Wellbeing Committee consisting of eight volunteers committed to educating and empowering our employees toward a greater state of health and wellbeing. Collaborating globally, we are establishing a similar team in in the U.S. to focus on employees’ mental health while enhancing offerings to our employees. All employees are allowed a Day of Giving annually to give of their time and talent to the charitable organization of their choice. The acts of service benefit the employees’ connection to their community and to Thryv by feeding their desire to help beyond our company.

We prioritize and invest in creating opportunities to help employees grow and build their careers through training and development programs. These include online and on-the-job learning formats.

●

Emerging Leaders Program is designed to identify and develop future leaders. Once identified, Emerging Leaders are provided focused leadership and management skill development programs – instructor-led, online and on-the-job.

success while developing a network of colleagues from which to draw support and counsel.

	●	Likewise, New Manager Training Program is provided to newly promoted managers to develop and enhance their people management and leadership skills. This program aims to set up newly promoted people managers for full details)

Item 1Thryv Holdings, Inc.	9	Election of eight directors		FOR each nominee			16
Item 2		Advisory vote to approve the Company's executive compensation		FOR			54
Item 3		Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm		FOR			59	2023 Proxy Statement

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The AU leadership team launched a 2023 series of learning and networking sessions to enhance growth opportunities while investing in key AU leaders.

●

All employees enjoy the opportunity to participate in numerous Lunch and Learn sessions each month. Varying in topics from personal well-being to diversity & inclusion to emotional and mental health to work habits – these sessions have been key to enhancing culture, connect and career at Thryv. In a full remote work environment, employees connect on a different level during these interesting learning sessions.

Our Tuition Assistance Program supports lifelong learning of all employees. Through a generous reimbursement program, eligible employees who have been with the Company a minimum of six months may seek continuous education and personal development to support their career aspirations while contributing to our collective growth and success. Eligible coursework may be aimed at achievement of an Associate’s, Bachelor or Master’s degree or may be specialized in various certificate/certification programs. We require participants in the Tuition Assistance Program to remain with the Company for one year following completion of their education program.

Environmental Management

The preferred source of fiber used in the pulp for directory paper comes from residual chips and other byproducts produced by the lumber industry when logs are converted into lumber. The chips become paper pulp instead of being burned or going into landfills. Not only is important. Whetherit beneficial to the environment but it benefits the economy of many regions that depend on the lumber industry. Our paper suppliers primarily source paper from certified sustainable forestry practices. In 2020, Thryv moved to a remote work from home environment, further decreasing our carbon footprint by reducing carbon emissions from cars and energy use in office buildings.

Thryv has moved away from placing directories on every doorstep and implemented a targeted distribution to give printed directories of business ads and listings only to the people who use the printed directories. We have also extended the life of our printed directories from 12 months to 18 or not you plan24 months, and formatted our printed directories to attendbe smaller. As a result, Thryv, in cooperation with the Annual Meetingvarious telephone companies, has dramatically reduced the number of white page residential listings books that are printed and distributed and established digital versions of its directories to further reduce the number of directories printed on paper.

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Nominations Process and Director Qualifications

Nomination to the Board of Directors

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and corporate governance committee in person, please promptly vote overaccordance with the Internet,committee’s charter, our fourth amended and restated certificate of incorporation and second amended and restated bylaws, and the criteria established by telephone,the committee regarding director candidate qualifications. The nominating and corporate governance committee is responsible for identifying, screening and recommending candidates to the entire board of directors for membership. In recommending candidates for nomination, the nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates. When deemed prudent, the committee may also engage consultants or if you requestedthird-party search firms to receive printed proxy materials,assist in identifying and evaluating potential nominees.

In accordance with the terms of our amended and restated stockholders’ agreement, as described below under “Certain Relationships and Related Party Transactions”, at the time of our direct listing in October 2020, Amer Akhtar, Jason Mudrick, Ryan O’Hara, Lauren Vaccarello and Heather Zynczak were nominated for election to the board of directors by completingcertain entities affiliated with Mudrick Capital Management, L.P. (“Mudrick Capital”), Bonnie Kintzer was nominated by GoldenTree Asset Management LP (“GoldenTree”) and mailing a proxy card or voting instruction form, so that your shares will be representedJohn Slater was nominated by Paulson & Co. Inc. (“Paulson”). As described further in this Proxy Statement, our board of directors has nominated Mr. Slater and Mr. Walsh for re-election at the Annual Meeting.

GOVERNANCE HIGHLIGHTS
Currently, the nomination rights of Mudrick Capital, Paulson and GoldenTree have expired.

        We believe that adherenceAdditional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information—Stockholder Proposals to soundBe Presented at Next Annual Meeting.”

Director Qualifications; Diversity

The nominating and corporate governance principlescommittee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and practices makes Dex Mediaexperience required for the board of directors as a betterwhole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members of the board of directors), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, take into account many factors, including ability to make independent analytical inquiries, general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business partnerenvironment, experience in the Company’s industry and with relevant social policy concerns, understanding of the Company’s business on a technical level, other board service and educational and professional background. Each candidate nominee must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether

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to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the board of directors. The nominating and corporate governance committee and the board of directors will take into account the nature of and time involved in a director’s service on other boards and/or committees in evaluating the suitability of individual director candidates and current directors and making its recommendations to the Company’s stockholders.

Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, to be in our clientsCompany’s and alsostockholders’ best interests.

Board Diversity Matrix (as of April 17, 2023)
Total Number of Directors	7
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	4	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	1	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	3	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

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Proposal No. 1
Election of Directors

Our board of directors currently consists of seven directors and is divided into three classes. Each class serves for three years, with the best intereststerms of office of the respective classes expiring in successive years. Directors in Class III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders held in 2024 and 2025, respectively. At the recommendation of our stockholders. Through its independent Corporate Governance Committee,nominating and corporate governance committee, our Board members play an active roleboard of directors proposes that each of the two Class III nominees named below, each of whom is currently serving as a director in establishingClass III, be elected as a Class III director for a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes cast, which means that the two individuals nominated for election to our Corporate Governance Guidelines. Theboard of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

VOTE

Our Board of Directors monitors developmentsRecommends a Vote FOR ALL NOMINEES in governance best practices to assure that it continues to meet its commitment to thoughtful andthe Election of the Class III Directors

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Nominees to Our Board of Directors

independent representationThe nominees and their ages, occupations, and length of stockholder interests. The following table summarizes certainservice on our board of our corporate governance practices and facts:directors as of the date of this Proxy Statement, are provided below.

John Slater Class III Director AGE: 50 DIRECTOR SINCE: 2016	Mr. Slater has served as Lead Independent Director since December 2021. He has served as the Chief Investment Officer for Hum Capital Inc. since September 2021. Mr. Slater previously served on our board of directors from 2013 to 2015. Mr. Slater served as Managing Director, Head of Credit at GPI Capital L.P. from January 2020 to December 2020. From 2009 to November 2019, Mr. Slater was a partner at Paulson, focusing on investments in the media, telecom and technology sectors. Prior to Paulson, Mr. Slater served as Vice President at Lehman Brothers Holdings, Inc. in the Global Trading Strategies Group and as a senior director of finance at NextSet Software, Inc. Mr. Slater holds both his Bachelor and Master of Arts degrees from the University of Cambridge and his Master of Business Administration from INSEAD, France. We believe Mr. Slater is qualified to serve on our board of directors because of his extensive background in accounting, technology sector investing and operations, and capital markets, and his board level experience.
Joseph A. Walsh Class III Director AGE: 60 DIRECTOR SINCE: 2014	Mr. Walsh has served as Chairman since December 2021, and as Chief Executive Officer and a Director since October 2014. Mr. Walsh also serves as the Chief Executive Officer and Chairman of Walsh Partners, a private company focused on investments and advisory services, from January 2012 and has served as the Chairman of Cambium Learning Group, a leading educational technology company, from June 2012 to December 2018. Mr. Walsh also previously served as President and CEO of Yellowbook, Inc. We believe Mr. Walsh is qualified to serve on our board of directors because he brings a wealth of leadership experience, particularly in the areas of SaaS software, small and medium sized business (“SMB”) marketing and strategic direction, and because of the operational expertise and continuity that he brings to our board of directors as our Chief Executive Officer.

Thryv Holdings, Inc.	14
ü		Seven out of eight director nominees are independent		ü		Executive sessions of independent directors held at each regularly scheduled Board meeting
ü		Annual election of all directors		ü		Stock ownership guidelines for directors and executive officers
ü		Independent Chairman of the Board		ü		Annual advisory vote on executive compensation
ü		Separate positions for Chairman and CEO		ü		Annual CEO performance review conducted by non-management directors
ü		Annual board and committee self-evaluations		ü		Engagement of independent advisors (reporting to the Board) to evaluate executive compensation practices2023 Proxy Statement

NOMINEES FOR DIRECTOR IN 2015

        The following table provides summary information about our directors who have been nominated to serve on our Board until the 2016 Annual Meeting of Stockholders. Please see "Election of Directors" beginning on page 16 for more information about the nominees.

Name		Dex Media Director Since:			Board Service with a Dex Media Predecessor:(1)			Position or Committee Memberships		Independent?
Jonathan B. Bulkeley			2013			2010		• Compensation and Benefits		Yes
								• Corporate Governance
Thomas D. Gardner			2013			2009		• Audit and Finance		Yes
								• Compensation and Benefits (Chair)
W. Kirk Liddell			2013			2010		• Audit and Finance (Chair)		Yes
Thomas S. Rogers			2013			2006		• Compensation and Benefits		Yes
Alan F. Schultz			2013			2005		• Chairman of the Board		Yes
John Slater			2013			2010		• Audit and Finance		Yes
								• Corporate Governance
Joseph A. Walsh			2014			N/A		• President and CEO		No
Douglas D. Wheat			2013			2010		• Corporate Governance (Chair)		Yes

---

(1)

All of our director nominees, with the exception of Mr. Walsh, served on one of the respective Boards of our predecessor companies, Dex One Corporation and SuperMedia Inc., prior to the formation of Dex Media through the merger completed in 2013. Their Board service began with our predecessor companies as indicated.

2014 BUSINESS HIGHLIGHTS

        Our mission is to be the trusted marketing partner for small and medium-sized businesses. 2014 was the first full year of operation for our combined company following the merger of Dex One Corporation and SuperMedia Inc. in April 2013, and we made progress on many fronts. Our accomplishments in 2014 included:

•

We served more than 490,000 clients from a broad, diverse set of industries and occupations;



•

We hosted 129 billion searches on our networks, DexKnows.com and Superpages.com;

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•

We published more than 1,700 distinct directory titles in 42 states

Continuing Directors

The directors who are serving for terms that end after the Annual Meeting and distributed approximately 100 million directories to businessestheir ages, occupations, and residenceslength of service on our board of directors as of the date of this Proxy Statement are provided below.

Non-Employee Director Compensation

Our non-employee directors receive an annual retainer for board and committee service of $100,000 and each committee chairperson receives an additional annual fee of $20,000. Beginning in the United States;

CHANGES TO OUR EXECUTIVE MANAGEMENT TEAM
one-year anniversary of the grant date.

        We appointed new executive leadership in 2014 and early 2015, beginning withMr. Walsh, our PresidentChairman and Chief Executive Officer, ("CEO"does not receive compensation for his services as a director. See “Compensation Tables – Summary Compensation Table” for a discussion of the compensation earned by Mr. Walsh during fiscal year 2022.

Proposal No. 2 Ratification
of Appointment of
Independent Registered
Public Accounting Firm

During the fiscal years ended December 31, 2021 and 2022, aggregate fees for services and related expenses provided by Ernst & Young LLP and Grant Thornton LLP, respectively, were as follows:

Change in Independent Registered Public Accounting Firm

As you will seenoted above, on April 11, 2022, our audit committee dismissed Ernst & Young as our independent registered public accounting firm, and on April 14, 2022, our audit committee engaged Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2022.

The reports of Ernst and Young on our consolidated financial statements for the years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During our two most recent fiscal years and subsequent interim period through April 11, 2022, there were (1) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between us and Ernst and Young on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Ernst and Young would have caused Ernst and Young to make reference to the subject matter of the disagreements in their reports on our consolidated financial statements for such periods and (2) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

We provided a copy of the foregoing disclosures to Ernst and Young and requested that Ernst and Young furnish us with a letter addressed to the SEC stating whether or not it agreed with the statements made herein. A copy of the letter furnished in response to that request was filed as Exhibit 16.1 to a Form 8-K filed with the SEC on April 15, 2022.

During our two most recent fiscal years and subsequent interim period through April 14, 2022, neither the Company, nor anyone acting on its behalf, consulted Grant Thornton regarding either (1) the application of accounting principles to specified transactions, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table below,above were approved by our leadership team brings a wealthaudit committee.

        The following table sets forth our current executive leadership team, along with some highlights of their past employment for your reference. For more narrative and a complete look at their biographies and work history, please see Item 1. "Business—Executive OfficersReport of the Registrant"Audit Committee

The purpose of our audit committee is to assist our board of directors with oversight of (i) the integrity of the Company’s financial statements, (ii) compliance with legal and regulatory requirements, (iii) the Company’s independent auditor’s qualifications and independence, and (iv) the performance of the Company’s independent auditor and internal audit function. Our audit committee’s principal responsibility is one of oversight. Our management is responsible for determining that our financial statements are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory internal control over financial reporting. The independent auditor is responsible for auditing our financial statements and the effectiveness of our internal control over financial reporting. Our internal and outside counsel are responsible for assuring compliance with laws and regulations and our corporate governance policies.

In the performance of its oversight function, our audit committee has:

Based on these reviews and discussions, we recommended to our board of directors the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014,2022, as filed with the SEC on March 16, 2015.February 23, 2023.

The Audit Committee

Amer Akhtar

John Slater, Chair

Heather Zynczak

EXECUTIVE COMPENSATION AND PAY-FOR-PERFORMANCE

Our push for business transformation creates an opportunity to align our compensation programs with longer-term goals forboard of directors chooses executive officers, who then serve at the Company. Starting with the hirediscretion of our current Presidentboard of directors. There is no family relationship between any of the directors or executive officers and CEO,any of our other directors or executive officers. The biographical information for our Chairman and Chief Executive Officer, Mr. Joseph A. Walsh, is provided above under “Nominees to Our Board of Directors”.

Paul D. Rouse

Mr. Rouse has served as our Chief Financial Officer, Executive Vice President and Treasurer since November 2014. Mr. Rouse previously served as the Chief Financial Officer for Apple and Eve, LLC from March 2012 to October 2014. Prior to joining Apple and Eve, LLC, Mr. Rouse was the Vice President of Finance, Corporate and Business Development and Treasurer of Yellowbook, Inc. Mr. Rouse graduated from Long Island University with a Bachelor of Science degree in Accounting.

Gordon Henry

Mr. Henry has served as our Chief Strategy Officer and Executive Vice President since September 2019. Mr. Henry previously served as our Chief Marketing Officer and Executive Vice President from October 2014 to September 2019. Mr. Henry also previously served as Head of Mergers and Acquisition and Corporate Consulting for Walsh Partners from January 2014 to September 2014. Prior to his tenure at Walsh Partners, Mr. Henry served as Vice President and General Manager at Deluxe Corp. and Chief Marketing Officer for Yellowbook, Inc. Mr. Henry received his Bachelor of Arts from Yale University and his master of business administration from the CompensationWharton School at the University of Pennsylvania.

James McCusker

Mr. McCusker has served as our Chief Revenue Officer and Benefits Committee began working with managementExecutive Vice President since September 2015. Mr. McCusker previously served as our Vice President of Expansion Channel Sales from May 2015 to craft a new executive compensation philosophySeptember 2015. Before joining Thryv, Mr. McCusker was Chief Sales Officer at eLocal.com from October 2014 to May 2015 and a new approachPresident and Chief Sales Officer of hibu, Inc. (“hibu”), formerly Yellowbook, Inc., from April 2012 to pay. The new philosophy allocates moreMarch 2013. Mr. McCusker also previously served various roles at Yellowbook, Inc., including Chief of an executive's pay opportunity to performance-based annualSales and long-term incentives, and focuses less on base salary and perquisites; we explain more about this shiftVice President of Sales. Mr. McCusker received his bachelor’s degree in the "Compensation Discussion and Analysis" beginning on page 20.

VALUE CREATION PROGRAM ("VCP")

        One very important change that we made to long-term incentives in 2014 was the discontinuation of our 2013 - 2015 Cash Long-term Incentive Plan ("2013-2015 Cash LTIP") and the introduction of the Value Creation Program ("VCP"). The VCP rewards participants for the increase in value in theBusiness Administration from LaSalle University.

John Wholey

total invested capital of the Company—total invested capital is the sum of the market value of the Company's equityMr. Wholey has served as our Chief Operations & Information Officer and debt. We implemented the VCP in the fourth quarter of 2014. We did not grant any awards under the 2013-2015 Cash LTIP for the 2015 performance year, i.e., the performance periods for these plans do not overlap.

        The VCP is a three-year planExecutive Vice President since January 2015. Prior to that began on October 14, 2014 and ends on December 31, 2017; awards may be paid out in 2018 if value has been created per the plan terms. The VCP rewards participants for net value creation in the Company measuredrole, Mr. Wholey previously served as the net change over the performance period in the fair market value of the Company's total invested capital, including equity securities, debt securities, and bank debt; plus cash dividends and cash payments (interest and principal) to debt, but reduced by any net value contributed from external sources, in each case as determined in the manner provided by the VCP. The formula for the value creation under the VCP is summarized below:

        We describe the VCP in more detail in the "Compensation Discussion and Analysis" beginning on page 20.

DISCONTINUATION OF PERQUISITES

        To further align our overall program with a stronger pay-for-performance mindset, management and the Compensation and Benefits Committee decided to discontinue two programs that fall into the category of perquisites:

•

Financial Planning—provided for financial counseling and tax planning services (up to $13,870 per year); and



•

Flexible Allowance—provided select employees with a monthly cash allowance ($15,600 per year).

        We ended the Flexible Allowance program in December 2014. The Financial Planning program will end in May 2015 so that participants can work with their current advisors to complete their 2014 financial planning and tax preparation.

        The Compensation and Benefits Committee and management agreed that it is in the best interests of both stockholders and our senior management team to keep the Physical Examination program, which provides eligible executives with a comprehensive medical examination once per year. The cost of this programan advisor to the Company is approximately $2,000 per year per participant; a valuable benefit with a relatively low cost.from November 2014 to January 2015. Mr. Wholey previously served as Vice President/Head of Contact Centers in the U.S. and U.K. for hibu and its predecessor, Yellowbook, Inc. from February 2000 to October 2014. Mr. Wholey received his bachelor’s degree in Industrial Engineering from Worcester Polytechnic Institute and his Master of Business Administration in Finance from Drexel University.

Lesley Bolger

Ms. Bolger has served as our Chief Legal Officer & Human Resources and Executive Vice President, since October 2021, and our Chief Compliance Officer and Secretary since June 2019. Ms. Bolger previously served as our Vice President of Corporate Counsel since June 2020, as our Assistant Vice President of Corporate Counsel from July 2019 to June 2020, as our Assistant General Counsel from July 2017 to June 2019 and as our Senior Counsel from December 2006 to July 2017. Ms. Bolger received her Bachelor of Arts degree in Finance, her Master of Business Administration and her Juris Doctorate from Texas Tech University.

Security Ownership of Certain Beneficial Owners and Management

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What am I voting on at the Annual Meeting?

1.

The electionfollowing table sets forth, as of eight directors to serve until the 2016 Annual Meeting of Stockholders;



2.

the approval, on an advisory basis, of the Company's executive compensation;



3.

the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2015; and



4.

any other matters that may properly be presented at the Annual Meeting.

What does the Board of Directors recommendApril 17, 2023, certain information with respect to the matters to be presented at the Annual Meeting?

        The Board of Directors recommends a vote:

1.

FOR the election of all of the nominees to the Company's Board of Directors;



2.

FOR the approval, on an advisory basis, of the Company's executive compensation; and



3.

FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2015.

Who is entitled to vote?

        You are entitled to vote at the Annual Meeting if you owned Company shares (directly in your name or in "street name," as defined below) as of the close of business on April 6, 2015, the record date for the Annual Meeting. On that date, 17,621,932 sharesbeneficial ownership of our common stock were outstanding and entitled to vote at the Annual Meeting and no sharesfor each of our preferred stock were outstanding. Each shareexecutive officers, each of common stock is entitled to one vote on each proposal to properly come before the Annual Meeting.

What is the difference between holding shares directlyour directors, all of our directors and executive officers as a stockholder of recordgroup and holding shares in "street name"?

        Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are differences between shares held of record and those held beneficially or in "street name."

        Registered Stockholders.    If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respecteach person we know to those shares, and a notice containing instructions on how to access our proxy statement and annual report online was sent directly to you. As the stockholder of record, you have the right to vote your shares as described herein.

        Beneficial Stockholders.    If your shares are held by a bank, broker or other agent as your nominee, you are consideredbe the beneficial owner of more than 5% of our common stock.

Beneficial ownership as reported in the following table has been determined in accordance with Rule 13d-3 under the Exchange Act. Beneficial ownership information is based on the most recent Forms 3, 4 and 5 and Schedule 13D and 13G filings with the SEC and reports made directly to the Company.

For purposes of this table, a person is deemed to have “beneficial ownership” of any shares heldwhen such person has the right to acquire them within 60 days after April 17, 2023. For options and warrants, we report the shares of common stock issuable pursuant to options and warrants that are exercisable within 60 days of April 17, 2023. For RSUs, we report shares equal to the number of RSUs that will vest within 60 days of April 17, 2023. Shares of common stock issuable pursuant to options and warrants that are exercisable within 60 days of April 17, 2023 and shares of common stock subject to RSUs that will vest within 60 days of April 17, 2023 are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such securities, but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in "street name,"the following table have sole voting and the notice containing instructions on how to access our proxy statement and annual report online was forwarded to you by your bank, broker or agent who is considered the stockholder of recorddispositive power with respect to those shares.

How can I vote my shares?

        Registered Stockholders.    If you holdall shares in your own name you may vote inof common stock shown as beneficially owned by them. The percentage of beneficial ownership for the following ways:

•

In Person.  You may vote in person at the Annual Meeting by requesting a ballot when you arrive. You must bring valid picture identification such as a driver's license or passport and provide prooftable is based on 34,821,268 shares of common stock ownershipoutstanding as of the Record Date.

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•

Over the Internet.  You may vote by proxy over the Internet by following the instructions provided in the Notice.



•

By Telephone.  If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by calling the toll free number found on the proxy card.



•

By Mail.  If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by completing the proxy card and returning it in the envelope provided.

        Beneficial Stockholders.    If you are aeach beneficial owner of shares held in street name, you may vote in the following ways:

•

In Person.  If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a "legal proxy" from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.



•

Over the Internet.  You may vote by proxy over the Internet by following the instructions provided in your Notice or a voting instruction form. The availability of Internet voting may depend on the voting process of the organization that holds your shares.



•

By Telephone.  If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by calling the toll free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.



•

By Mail.  If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.

        Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance over the Internet, by telephone or, if you requested to receive printed proxy materials, by completing and mailing a proxy card or voting instruction form, so that your shares will be represented at the annual meeting, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Can I change my vote or revoke my proxy?

        You may change your vote or revoke your proxy at any time prior to the final vote at the Annual Meeting by voting again over the Internet or by telephone, by completing, signing, dating and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. Only your latest dated proxy we receive at or prior to the Annual Meeting will be counted. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting and specifically request that your prior proxy be revoked by sending a written notice of revocation to the Corporate Secretary (at 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261) prior to the Annual Meeting.

Who will count the vote at the Annual Meeting?

        Representatives of Broadridge Financial Solutions will tabulate the vote and serve as inspector of election at the Annual Meeting.

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What vote is required to approve each proposal?

Item No. 1—Election of Directors. Each director will be elected by the vote of the majority of the votes cast when a quorum is present. A "majority of the votes cast" means that the number of votes cast "for" a director exceeds the number of votes cast "against" that director. "Votes cast" excludes abstentions and any votes withheld by banks and brokers in the absence of instructions from street name holders ("broker non-votes"). Your broker or nominee will not be permitted to vote on the election of directors without specific instructions as to how to vote from the beneficial owner. As a result, if you hold your shares through a broker or nominee, they will not be voted in the election of directors, unless you affirmatively vote your shares in accordance with the voting instructions provided by that institution.

Item No. 2—Advisory Vote on the Company's Executive Compensation and Item No. 3—Ratification of Appointment of Ernst & Young LLP. The affirmative vote of a majority of the shares present at the Annual Meeting in person or by proxy is required to: approve, on an advisory basis, the Company's executive compensation (Item No. 2); and ratify the appointment of our independent registered public accounting firm (Item No. 3). Abstentions have the same effect as votes cast against Item Nos. 2 and 3. Broker non-votes will be voted in and for Item No. 3, and will have no effect on the outcome of the vote on Item No. 2.

        Although the advisory vote on Item No. 2 is non-binding as provided by law, our Board will review the results of the vote and, consistent with our record of stockholder engagement, will take them into account in making a determination concerning executive compensation.

Any other matter. Any other matter that properly comes before the Annual Meeting will require the approval of the majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

What constitutes a quorum for the Annual Meeting?

        The presence of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.

What happens if I sign, date and return my proxy but do not specify how I want my shares voted on one or more of the proposals?

        Regardless of your form of ownership, your proxy will be counted as a vote "FOR" all of the director nominees; and "FOR" Item Nos. 2 and 3.

What happens if I do not vote my shares?

        Registered Stockholders.    Your shares will not be voted at the Annual Meeting.

        Beneficial Stockholders.    Your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Your broker or nominee does not have discretion to vote your shares on non-routine matters such as the election of directors (Item No. 1) or advisory vote on the Company's executive compensation (Item No. 2). However, your broker or nominee does have discretion to vote your shares on routine matters such as ratification of appointment of Ernst & Young LLP (Item No. 3). To be sure your shares are voted in the manner you desire, you should instruct your broker or nominee how to vote your shares.

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How is my proxy voted on matters not identified on the proxy form or in this Proxy Statement?

        Other than the three items of business described in this Proxy Statement, our Board presently knows of no other matters to be presented for action at the Annual Meeting. Neither did we receive timely notice of any nomination for a director, nor did we receive timely notice of any other matter intended to be raised by any stockholder at the Annual Meeting. Accordingly, the proxy form confers upon the persons named on the proxy form authority to vote your shares in their discretion upon any other matter that may properly come before the Annual Meeting.

Who is bearing the cost of this proxy solicitation and how is the solicitation effected?

        The Company is soliciting your proxy and is paying the cost of such solicitation, including preparing this proxy statement and the proxy card and the costs of any mailing. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of these proxy materials to their principals and to request authority for the execution of proxies. The Company may reimburse such persons for their expenses in so doing.

Under what circumstances can the Annual Meeting be adjourned?

        Adjournments may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting (whether or not a quorum exists) without further notice other than by an announcement made at the Annual Meeting. We do not currently intend to seek an adjournment of the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

        We will disclose voting results on a Form 8-K filed with the SEC within four business days after the Annual Meeting.

When are stockholder proposals due for inclusion in the Company's proxy statement for the 2016 Annual Meeting of Stockholders?

        In order to be considered for inclusion in the Company's proxy materials for the 2016 Annual Meeting of Stockholders, a stockholder proposal must be received in writing by our Company at Dex Media,c/o Thryv Holdings, Inc., 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, TX 75261, Attention: Corporate Secretary, no later than the close of business on December 21, 2015, and otherwise comply with Rule 14a-8 under the Securities Exchange Act of 1934.

        Our Bylaws provide that stockholders may propose business to be conducted at an annual meeting of stockholders and/or nominate individuals to be elected to the Board of Directors at an annual meeting of stockholders if such proposal or nomination is made pursuant to timely notice in writing to the Secretary of the Company (at 2200 West Airfield Drive, P.O. Box 619810, D/FWDFW Airport, Texas 75261). To be timely,75261, unless otherwise indicated below.

Certain Relationships and Related Party Transactions

Set forth below is a stockholder's notice shall be delivered todescription of certain relationships and related person transactions between us or mailedour subsidiaries and received at our principaldirectors, executive offices not less than 90 days norofficers or holders of more than 120 days in advance of the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was first mailed or public disclosure of the date of the annual meeting was first made, whichever first occurs. Such stockholder's notice shall set forth all of the information described in Section 115% of our Bylaws. A copyvoting securities.

Amended and Restated Stockholders’ Agreement

The Company entered into an amended and restated stockholders agreement with certain entities affiliated with Mudrick Capital Management, L.P., GoldenTree Asset Management LP and Paulson & Co. Inc. (each, together with its controlled affiliates that own Company securities, a “Nominating Stockholder Group”) and certain entities affiliated with Cerberus Capital Management L.P. (Cerberus and its controlled affiliates that own Company securities, together with the Nominating Stockholder Groups, each a “Stockholder Group”, and together the “Stockholder Groups”), for the purpose of our Bylaws is available upon request by any of our stockholders from the Secretary of the Company.

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CORPORATE GOVERNANCE

BOARD COMPOSITION, RESPONSIBILITIES AND LEADERSHIP STRUCTURE

        Our Board of Directors is responsibleproviding for overseeing the affairs of the Company. The Board currently consists of eight directors. Our Bylaws provide, however, that the Board may increase or decrease the size of the Boardcertain rights and fill any vacancies. The Board held 11 meetings during 2014. Each director attended at least 90% of the meetings of the Board and of the standing committees on which they served during 2014. Our Board of Directors appointed Mr. Walsh as President and Chief Executive Officerobligations of the Company and elected him to the Company's Board of Directors, effective upon resignation of Mr. McDonald on October 14, 2014. Mr. Walsh attended both meetings of the Board held between October 14, 2014 and December 31, 2014.

        As reflected in our Corporate Governance Guidelines, while the Board does not presently require all its members to attend annual meetings of stockholders, it does encourage its members to do so and the non-executive Chairman is expected to attend all meetings of stockholders. The Board is sensitive to stockholder access concerns and will periodically monitor and reassess this policy to ensure it remains open and available for stockholder communications. Seven of our directors attended the May 2014 annual stockholders meeting.

        The Board has determined that the appropriate leadership structure for the Board at this time is for a non-management director to serve as non-executive Chairman of the Board. The Board reserves the right to review this policy from time to time to assess whether a non-executive Chairman continues to serve the best interests of the Company and our stockholders.

        The non-executive Chairman is responsible for ensuring that the quality, quantity and timeliness of the flow of information between our management and the Board enables the Board to fulfill its functions and fiduciary duties in an efficient and effective manner. Our non-executive Chairman is elected annually by a majority of the independent directors upon a recommendation from the Corporate Governance Committee. Our non-executive Chairman presides over executive sessions of the non-employee directors following every regularly scheduled Board meeting (which sessions are not attended by management) and advises the Board, in consultation with the CEO and other independent directors, as to Board schedules and agendas. The Board has also determined that our non-executive Chairman shall be available to consult with stockholders and call meetings of the independent directors when appropriate. See our Corporate Governance Guidelines in the corporate governance section of our website at http://www.dexmedia.com/about/corporate/corporate-governance/ for additional information on the leadership structure of the Board.

DIRECTOR INDEPENDENCE

        Our Corporate Governance Guidelines state that the Board's objective is that at least two-thirds of the members of the Board be independent under applicable listing standards of The NASDAQ Stock Market LLC ("NASDAQ") and applicable law. To be considered "independent," the Board of Directors must make an affirmative determination, by a resolution of the Board as a whole, that the director being reviewed has no material relationship with the Company that interferes with the exercise of independent judgment in carrying out the duties of a director. In each case, the Board broadly considers all relevant facts and circumstances.

        The Board has determined that seven of eight directors standing for re-election, Jonathan B. Bulkeley, Thomas D. Gardner, W. Kirk Liddell, Thomas S. Rogers, Alan F. Schultz, John Slater, and Douglas D. Wheat, are independent under applicable NASDAQ listing standards for membership on the Board. The Board has also determined, as further described below, that each of these directors is independent under applicable SEC rules and the NASDAQ listing standards for service on the

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Committees of the Board on which they serve. Mr. Walsh is not an independent director because he is our President and Chief Executive Officer.

BOARD COMMITTEES

        The Board maintains three standing committees—an Audit and Finance Committee, a Compensation and Benefits Committee and a Corporate Governance Committee. Each Committee operates under a charter that has been approved by the Board. A copy of each Committee charter is posted in the corporate governance section of our website at http://www.dexmedia.com/about/corporate/corporate-governance/. Each Committee may delegate the authority granted to it under its charter to a subcommittee, in order to ensure compliance with legal and regulatory obligations, timely decision making or for other purposes.

        The following table below sets forth the composition of our Board committees in 2014.

AUDIT AND FINANCE COMMITTEE

        The Audit and Finance Committee has overall responsibility for the integrity of our financial reporting process, including oversight of the preparation of financial statements and related financial information and the annual independent audit of such statements, as well as responsibility for our system of internal controls, internal audit process, risk assessment and management processes and compliance function. In addition, the Audit and Finance Committee has responsibility for reviewing proposed and existing financing arrangements (and compliance with governing documents) and for making recommendations to the Board regarding financing requirements for the Company and sources for such financing.

        The Audit and Finance Committee also prepares the Audit and Finance Committee Report that the SEC rules require be included in our annual proxy statement. This report is on page 57 of this proxy statement.

        The Board of Directors has unanimously determined that W. Kirk Liddell, a present Chair of the Audit and Finance Committee, qualifies as "audit committee financial expert" within the meaning of the SEC rules and satisfies financial sophistication requirements under the NASDAQ listing standards. In addition, the Board has unanimously determined that all present members of the Audit and Finance Committee are financially literate and independent within the meaning of applicable SEC rules and the NASDAQ listing standards.

        The Audit and Finance Committee met eight times in 2014.

COMPENSATION AND BENEFITS COMMITTEE

        The Compensation and Benefits Committee is responsible for the oversight of our executive and non-management director compensation practices and programs and the administration of our compensation and benefit plans for employees and non-management directors.

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        The Compensation and Benefits Committee is responsible for reviewing and approving all aspects of compensation paid to our CEO and our other executive officers as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934. The Compensation and Benefits Committee also approves all executive employment contracts and other compensatory arrangements providing for the payment of benefits following a change of control of the Company or severance following a termination of employment. See "Compensation Discussion and Analysis—Section 3—Our Compensation Decision-Making Process—Role of the Compensation and Benefits Committee" on page 22 for further details.

        The Compensation and Benefits Committee also prepares the Compensation and Benefits Committee Report that SEC rules require be included in our annual proxy statement. This report is on page 38 of this proxy statement.

        The Board has determined that each member of the Compensation and Benefits Committee is an independent director within the meaning of the NASDAQ listing standards, an "outside director" under Section 162(m) of the U.S. Internal Revenue Code ("Section 162(m)") and a "nonemployee director" under Exchange Act Rule 16b-3.

        The Compensation and Benefits Committee met 15 times in 2014.

CORPORATE GOVERNANCE COMMITTEE

        The Corporate Governance Committee oversees the Board candidate selection, assessment and nomination process, makes recommendations to the Board regarding corporate governance policies, guidelines and procedures and in coordination with the Audit and Finance Committee, establishes and administers policies with respect to corporate responsibility and ethical business practices.

        The Board has determined that each member of the Corporate Governance Committee is an independent director within the meaning of applicable NASDAQ listing standards.

        The Corporate Governance Committee met nine times in 2014.

CORPORATE GOVERNANCE PRINCIPLES

        The Board of Directors has adopted policies and procedures to ensure effective governance of the Company. Our corporate governance materials, including our Corporate Governance Guidelines, the charters of each of the standing Committees ofstockholders party thereto upon and after the Board and our Code of Conduct for directors, finance employees and all employees, may be viewed in the corporate governance sectionconsummation of our website at http://www.dexmedia.com/about/corporate/corporate-governance/. We will also provide without charge copies of any of the foregoing information in print upon written request of our stockholders to the Office of the Corporate Secretary, Dex Media, Inc., P.O. Box 619810, 2200 West Airfield Drive, D/FW Airport, Texas 75261.

        The Corporate Governance Committee reviews our Corporate Governance Guidelinesdirect listing which occurred on a regular basis and proposes modifications to the principles and other key governance practices as warranted for adoption by the Board.

RISK OVERSIGHT

        Senior management is responsible for identifying and prioritizing enterprise risks facing the Company. The Board of Directors, in turn, is responsible for ensuring that material risks are managed appropriately. The Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. The Board and its committees regularly review material strategic, operational, financial and reporting, succession and compensation, and compliance risks with senior management. The Audit and Finance Committee is responsible for

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discussing our overall risk assessment and risk management practices, as set forth in the Audit and Finance Committee's charter. The Audit and Finance Committee also performs a central oversight role with respect to financial and compliance risks, and periodically reports on its findings to the full Board. In addition, the Audit and Finance Committee is responsible for assessing risks related to our capital structure, significant financial exposures and our risk management and major insurance programs, and regularly evaluates financial risks associated with such programs. The Compensation and Benefits Committee considers risk in connection with its design of compensation programs for our executives.

COMMUNICATIONS WITH THE BOARD

        Our Board welcomes communications from stockholders and other interested parties. Stockholders and other interested parties may contact the Board by writing to Joseph A. Walsh, President and Chief Executive Officer, c/o Dex Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261. Stockholders and other interested parties may contact the independent members of our Board with any governance questions or other concerns by writing to Alan F. Schultz, Chairman of the Board, Dex Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261. In addition, any questions or concerns regarding financial reporting, internal controls, accounting or other financial matters may be forwarded to W. Kirk Liddell, Chair of the Audit and Finance Committee, c/o Dex Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261. All appropriate inquiries will be forwarded directly to the addressee. Persons wishing to submit anonymous, confidential inquiries or comments regarding the Company may do so through www.dexmedia.ethicspoint.com, our web-based reporting system, by simply following the instructions on that site. These procedures for communications between independent members of our Board and interested parties were approved by the independent and non-management members of our Board.

CODE OF CONDUCT

        Our Board has adopted a Code of Conduct applicable to our directors, senior management including the principal executive officer, principal financial officer and principal accounting officer, and all other employees. The Code of Conduct is available on our website at http://www.dexmedia.com/about/corporate/corporate-governance/. Any waiver of any provision of the Code of Conduct made with respect to any director or executive officer of the Company will be promptly posted on our website at the same link as the Code of Conduct itself and will be disclosed in the next periodic report required to be filed with the SEC.

RELATED PERSON TRANSACTIONS

        The Corporate Governance Committee, in consultation with the Audit and Finance Committee, is charged with the responsibility of reviewing, approving and overseeing all transactions with related persons (as defined in the SEC regulations). The Corporate Governance Committee and the Audit and Finance Committee periodically reassess any related-person transactions entered into by the Company to ensure their continued appropriateness.

        The Corporate Governance Committee and the Audit and Finance Committee consider all relevant factors when determining whether to approve a related person transaction including, without limitation, the following:

•

the size of the transaction and the amount payable to a related person;



•

the nature of the interest of the related person in the transaction;



•

whether the transaction was undertaken in the ordinary course of business; and



•

whether the transaction involves the provision of goods or services to the Company that are available from unrelated third parties and, if so, whether the transaction is on terms and made

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under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unrelated third parties.

        On October 14, 2014, we announced the appointment of Mr. Walsh, as President and Chief Executive Officer of the Company and his election to the Company's Board of Directors. During the period from March 7, 2014 to October 7, 2014 Mr. Walsh, through his wholly-owned consulting firm, Walsh Partners, was retained by the Company as a consultant to the Board of Directors. Mr. Walsh provided consulting services with respect to, among other things, the Company's current business and strategies, and was paid $490,000 for such consulting services. The consulting arrangement was approved by the Company's Board of Directors.

        On September 9, 2014, certain subsidiaries of the Company commenced offers to repurchase bank debt below par. The offers expired on September 16, 2014 and the Company successfully repurchased bank debt at two of its operating subsidiaries and retired approximately $35 million in principal amount of bank debt for approximately $29 million in cash consideration. Franklin Resources, Inc. ("FRI") and Paulson & Co. ("Paulson"), entities known by the Company to beneficially own 5% or more of the Company's outstanding common stock, participated in the offers. FRI and Paulson tendered $15.0 million, and $18.1 million in bank debt, respectively. Mr. Slater, one of our directors, is an officer of Paulson. The bank debt repurchases were carried out in the ordinary course of business, pursuant1, 2020. Pursuant to the terms of the Company's amended and restated credit facilities, approvedstockholders’ agreement, each Nominating Stockholder Group, for so long as it and its affiliates together hold at least 10% of the number of shares of our common stock outstanding, has the right to nominate one director for every 10% of the outstanding common stock held by such Nominating Stockholder Group. The amended and restated stockholders’ agreement includes provisions enabling the Stockholder Groups to require us, at our expense, to register shares of our common stock that they hold under certain circumstances, including the requirement to file a “shelf” registration. The amended and restated stockholders’ agreement also provides that we will pay certain expenses of these electing holders relating to such registrations.

Currently, the nomination rights of Mudrick Capital, Paulson and GoldenTree have expired. Additional information regarding nomination rights is set forth above under “Nomination Process and Director Qualifications—Nomination to the Board of Directors, and were offered to debt holders onDirectors.”

Employment of Certain Related Parties

Jack Walsh, the same terms and conditions. The Corporate Governance Committee, in consultation with the Audit and Finance Committee, reviewed and approved these transactions.

Tableson of Contents

ELECTION OF DIRECTORS (ITEM NO. 1)

        The Company's by-laws provide that the number of directors will be determined byJoseph A. Walsh, our Board of Directors from time to time, provided that the number of directors may not be less than three. The Board of Directors set the number of directors to serve on the Board after the Annual Meeting at eight directors.

        Each of our current directors is serving a term that expires at the Annual Meeting. Each of the director nominees listed below will be elected if he receives the vote of the majority of the votes cast, meaning he will be elected if he receives more "For" votes than "Against" votes. Each nominee elected as a director will continue in office until the 2016 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board of Directors may designate, unless the Board chooses to reduce the number of directors.

        The Corporate Governance Committee of the Board of Directors is responsible for making recommendations to the Board concerning nominees for election as directors and nominees for Board vacancies. When assessing a director candidate's qualifications, the Corporate Governance Committee considers the candidate's expertise (including industry background), independence, and integrity, as well as skills relating to operations, finance, marketing and technology. In addition, the Committee looks at the overall composition of the Board and how a candidate would contribute to the overall synergy and collaborative process of the Board. The Committee has not established specific minimum eligibility requirements for candidates other than integrity, the commitment to act in the best interests of all stockholders and ensuring that a substantial majority of the Board remains independent. Our Corporate Governance Guidelines provide that the Corporate Governance Committee will consider director candidates recommended by stockholders provided such recommendations comply with our Bylaws and the process set forth in this proxy statement. In assessing such candidates, the Corporate Governance Committee will consider the same criteria described above. See our Corporate Governance Guidelines, which may be viewed in the corporate governance section of our website at http://www.dexmedia.com/about/corporate/corporate-governance/, for additional information on the selection of director candidates.

        Each of the director nominees listed below is an incumbent director whose nomination to serve on the Board was recommended by the Corporate Governance Committee and approved by the Board. Each of the director nominees has indicated a willingness to serve as a director if elected.

JONATHAN B. BULKELEY

        Mr. Bulkeley, 54, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One Corporation ("Dex One") from January 2010 to April 2013, and was non-executive Chairman of the Dex One Board of Directors from September 2010 to August 2011. He currently serves as a member of the Compensation and Benefits Committee and the Corporate Governance Committee of Dex Media. Mr. Bulkeley also serves as the Chief Executive Officer at RealMatch Inc., a leader in the online recruitment industry selling through hundreds of local media partners. Mr. Bulkeley founded Blue Square Capital Management LLC, which operates the Blue Square Small Cap Value Fund, a hedge fund investing in global small and micro cap equities, in March 2009 and served as its Chief Investment Officer until November 2014. Mr. Bulkeley also served as Chief Executive Officer of Scanbuy Inc., a global leader in visual navigation for the wireless industry, from March 2006 to August 2010. Mr. Bulkeley also previously has served as Chief Executive Officer of barnesandnoble.com, and Chairman and Chief Executive Officer, was employed as a Software Sales Consultant during the year ended December 31, 2022. Mr. Jack Walsh earned total compensation of Lifeminders, an onlineapproximately $140,000 in 2022.

Review, Approval or Ratification of Transactions with Related Parties

We maintain a written policy relating to the approval of related person transactions. Pursuant to our policy, a “related person transaction” is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and (iii) any related person has or will have a direct marketing company. Mr. Bulkeley currently serves onor indirect interest. Our audit committee will review and approve or ratify all related person transactions between us and (i) our directors, director nominees or executive officers, (ii) any 5% record or beneficial owner of our voting securities, or (iii) any immediate family member of any person specified in (i) or (ii) above. The audit committee will review all related person transactions and, where the Boardaudit committee determines that such transactions are in our best interests, approve such transactions in advance of Jones, Lang, LaSalle Income Property Trust.such transaction being given effect.

        Mr. Bulkeley brings toIn the Board investing, boardcourse of its review and operational experience with companiesapproval or ratification of a related party transaction, the audit committee will, in all phases of growth. In particular, he has deep experienceits judgment, consider in overseeing and managing digital media and local digital media businesses.

THOMAS D. GARDNER

        Mr. Gardner, 57, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of SuperMedia Inc. ("SuperMedia") from December 2009 to April 2013. He currently serves as the Chairmanlight of the Compensationrelevant facts and Benefits Committee and as acircumstances whether the transaction is, or is not inconsistent with, our best interests, including consideration of various factors enumerated in the policy.

Any member of the Audit and Finance Committee. Heaudit committee who is a trustee for Guideposts, and previously served asrelated person with respect to a trustee for Northern Westchester Hospital and Reader's Digest Foundation. He served as executive vice president of Reader's Digest Association, Inc. from 2006transaction under review will not be permitted to 2007, and was president of Reader's Digest International from 2003 to 2007. Prior to holding those positions, he held numerous other positions with Reader's Digest Association, Inc. from 1992 to 2007, including president, North American Books and Home Entertainment; president, global marketing; senior vice president, corporate strategy and U.S. new business development; vice president, marketing, Reader's Digest USA; and director, corporate planning. From 1989 to 1992, Mr. Gardner was a management consultant for McKinsey & Co. Other experience includes time with General Foods Corporation in product management, desserts division, and with Yankelovich, Skelly and White, Inc., industrial and corporate communications division, in project management.

        Mr. Gardner's experienceparticipate in the publishing industries, including his several senior positions at Reader's Digest, gives him an understandingdiscussions or approval or ratification of the opportunities and challenges associated with our business. In addition, Mr. Gardner brings an understanding of financial issues to the Board and the Audit and Finance Committee.

W. KIRK LIDDELL

        Mr. Liddell, 65, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One from January 2010 to April 2013. Mr. Liddell previously served as interim Principal Executive Officer of Dex One, from May 2010 to September 2010. He currently serves as the Chairman of the Audit and Finance Committee. Mr. Liddell has served as President, Chief Executive Officer and Director of Irex Corporation, the parent corporation of a specialty contracting network serving commercial, industrial, marine and residential customers, since 1984. Prior to joining Irex Corporation, Mr. Liddell was an associate at Covington & Burling in Washington, D.C., where he practiced corporate law with a focus on bank regulation, securities and antitrust.

        Mr. Liddell brings to the Board operational experience as the chief executive of a company directly interfacing with local businesses and consumers. In addition, Mr. Liddell brings an understanding of financial issues to the Board and the Audit and Finance Committee.

THOMAS S. ROGERS

        Mr. Rogers, 60, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of SuperMedia from 2006 to April 2013. He currently serves as atransaction. However, such member of the Compensationaudit committee will provide all material information concerning the transaction to the audit committee. Our policy also includes certain exceptions for transactions that need not be reported and Benefits Committee. Mr. Rogers serves as President and Chief Executive officer of TiVo Inc., a provider of television-based interactive and entertainment services, a position he has held since July 2005. He also currently serves onprovides the board of directors of TiVo Inc. Mr. Rogers previously served as Chairman ofaudit committee with the board of Teleglobe International Holdings, Ltd., a provider of international voice, data, internet and mobile roaming services, from November 2004discretion to February 2006. He also has served as Chairman of TRget Media LLC, a media industry investment and operations advisory firm, since July 2003. Mr. Rogers served as the senior operating executive for media and entertainment for Cerberus Capital Management, a large private equity firm, from 2004 to July 2005. Prior to holdingpre-approve certain transactions.