Veritone (VERI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 13, 2025, and will be held virtually, with stockholders able to participate and vote online.

• Stockholders of record as of April 16, 2025, are eligible to vote on several 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, with printed copies available upon request.

• The board recommends voting in favor of all proposals presented at the meeting.

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 75,000,000 to 150,000,000 shares.

• Amendment to allow for officer exculpation under Delaware law.

• Amendment and restatement of the 2023 Equity Incentive Plan.

• Procedures for submitting shareholder proposals and director nominations for the 2026 annual 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 under NASDAQ and SEC rules; all board committees are composed of independent directors.

• Annual board and committee evaluations are conducted, and the board does not currently have a lead independent director.

• The board oversees risk management, with committees responsible for specific risk areas such as financial, compensation, and governance.

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