Veritone (VERI) Proxy filing summary

Voting matters and shareholder proposals

• Election of two directors: Ryan Steelberg and Francisco Morales, with board recommending approval.

• Ratification of CBIZ CPAS P.C. as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote to approve executive compensation, with board recommending approval.

• Proposal to amend Certificate of Incorporation to increase authorized common stock from 150,000,000 to 225,000,000.

• Approval of a second amendment and restatement of the 2023 Equity Incentive Plan and CEO Strategic Awards.

Board of directors and corporate governance

• Board recommends the election of two director nominees at the annual meeting.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included among the proposals, with board support.

• CEO Strategic Awards are up for approval as a separate voting item.