Veritone Inc.

06/16/2025 | Press release | Distributed by Public on 06/16/2025 14:21

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of Veritone, Inc. (the "Company") was held on June 13, 2025. Of the 44,854,836 shares of the Company's common stock issued and outstanding and entitled to vote at the meeting, there were present at the meeting, in person or by proxy, the holders of 27,435,623 shares of common stock, representing approximately 61.16% of the total number of shares entitled to vote at the meeting. The following six proposals were presented and voted on at the meeting:

Proposal 1

To elect two nominees, Knute P. Kurtz and Michael Zilis, as Class II directors, to serve on the Company's Board of Directors for a three-year term expiring at the Company's annual meeting of stockholders in 2028. The two nominees were elected by a plurality of the total votes cast. The voting results were:

Nominee

For

Withheld

Broker Non-Votes

Knute P. Kurtz

14,922,122 971,701 11,541,800

Michael Zilis

15,023,737 870,086 11,541,800

Proposal 2

To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Such proposal was approved by a majority of the total votes cast. The voting results were:

For

Against

Abstain

Broker Non-Votes

27,270,381

108,735 56,507 - 

Proposal 3

To approve, on an advisory basis, the compensation of the Company's named executive officers. Such proposal was approved, on an advisory basis, by a majority of the total votes cast. The voting results were:

For

Against

Abstain

Broker Non-Votes

15,363,020

513,548 17,255 11,541,800

Proposal 4

To approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000. Such proposal was approved by votes representing a majority of the outstanding shares entitled to vote on this proposal. The voting results were:

For

Against

Abstain

Broker Non-Votes

25,805,661

1,608,691 21,271 - 

Proposal 5

To approve an amendment to the Company's Certificate of Incorporation to reflect Delaware Law provisions allowing for the exculpation of certain officers. Such proposal was not approved by votes representing a majority of the outstanding shares entitled to vote on this proposal. The voting results were:

For

Against

Abstain

Broker Non-Votes

15,299,364

581,219 13,240 11,541,800

Proposal 6

To approve an amendment and restatement of the Company's 2023 Equity Incentive Plan to increase the number of shares available for issuance thereunder by 2,500,000 shares. Such proposal was approved by a majority of the total votes cast. The voting results were:

For

Against

Abstain

Broker Non-Votes

14,759,346

1,101,470 33,007 11,541,800
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