Veritone (VERI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 13, 2025, to be held virtually, with voting available online, by phone, or by mail.

• Stockholders as of April 16, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation, and the equity incentive plan.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until 2028.

• Ratification of Grant Thornton LLP as the independent registered public accounting firm for 2025.

• Advisory approval of executive compensation (say-on-pay).

• Amendment to increase authorized common stock from 75M to 150M shares.

• Amendment to allow officer exculpation per Delaware law.

• Amendment and restatement of the 2023 Equity Incentive Plan.

• Procedures for shareholder proposals and director nominations for the 2026 meeting are outlined.

Board of directors and corporate governance

• The board consists of six directors, with a staggered three-class structure.

• Recent changes include the resignation of Chad Steelberg and appointment of Francisco Morales.

• Majority of directors are independent; all board committees are composed of independent directors.

• Annual board and committee evaluations are conducted.

• Board committees: Audit, Compensation, and Corporate Governance and Nominating, each with defined responsibilities.

• Stock ownership guidelines and a clawback policy are in place for directors and executives.