Veritone (VERI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 7, 2026, with stockholders voting on key proposals including director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation, equity plan amendments, and CEO awards.

• Only stockholders of record as of May 19, 2026, are entitled to vote, with one vote per share; 92,954,401 shares of common stock are outstanding.

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

Voting matters and shareholder proposals

• Proposals include: election of two Class III directors, ratification of CBIZ CPAs P.C. as auditor, advisory approval of executive compensation, amendment to increase authorized shares from 150M to 225M, amendment to the 2023 Equity Incentive Plan, approval of CEO Strategic Awards, and other business.

• Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• Board consists of six directors in three staggered classes; two Class III directors (Ryan Steelberg and Francisco Morales) are up for election for terms expiring in 2029.

• Majority of directors are independent per Nasdaq rules; all committees are composed of independent directors.

• Board committees: Audit (Kurtz, Taketa, Zilis), Compensation (Keithley, Taketa, Zilis), Corporate Governance and Nominating (Keithley, Kurtz, Morales).

• Annual board and committee evaluations are conducted; stock ownership guidelines and anti-hedging policies are in place.