Veritone (VERI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 13, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 12, 2025.

Voting matters and shareholder proposals

• Election of two directors: Knute P. Kurtz and Michael Zilis, both recommended by the board.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2025.

• Advisory vote to approve executive compensation (say-on-pay).

• Proposal to amend Certificate of Incorporation to increase authorized common stock from 75,000,000 to 150,000,000.

• Proposal to amend Certificate of Incorporation to allow officer exculpation under Delaware law.

• Proposal to amend and restate the 2023 Equity Incentive Plan.

• Provision to transact other business as may properly come before the meeting.

Board of directors and corporate governance

• Board recommends all proposals, including director nominees and amendments.