Veritone (VERI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 7, 2026, and will be held virtually, allowing all shareholders to participate online regardless of location.

• Shareholders of record as of May 19, 2026, are entitled to vote on key proposals, including director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation, equity plan amendments, and CEO awards.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact, with printed copies available upon request.

• Forward-looking statements highlight risks related to liquidity, AI market adoption, customer concentration, internal controls, and macroeconomic factors.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying CBIZ CPAs P.C. as the new independent auditor, approving executive compensation (say-on-pay), amending the certificate of incorporation to increase authorized shares, amending the 2023 Equity Incentive Plan, and approving CEO Strategic Awards.

• The board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2027 meeting must comply with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of six directors divided into three staggered classes, with two Class III directors up for election in 2026.

• The board emphasizes diversity in skills and backgrounds, with two members identifying as part of an underrepresented community.

• A majority of directors are independent under Nasdaq rules; all committees are composed of independent directors.

• The board conducts annual evaluations and maintains robust governance guidelines, including stock ownership and anti-hedging policies.

• The CEO also serves as chairman; there is currently no lead independent director.