Veritone, Inc.
For the period ended Jul 7, 2026. Filed May 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 7, 2026 · Filed May 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Dear Fellow Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Veritone, Inc., which will be held on Tuesday, July 7, 2026, at 10:30 a.m. Pacific Time, via a virtual meeting atwww.virtualshareholdermeeting.com/VERI2026.
Details of the business to be conducted at the Annual Meeting and instructions for how to participate in the Annual Meeting are set forth in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement. Only stockholders of record at the close of business on May 19, 2026 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.
We are furnishing our proxy materials to our stockholders over the Internet. On or about May 26, 2026, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders of record that did not request to receive a printed copy of our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Notice of Internet Availability contains instructions for how stockholders can access our proxy materials over the Internet and vote their shares. All stockholders who do not receive a Notice of Internet Availability will receive a printed copy of the proxy materials by mail.
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting online at the Annual Meeting, you may vote via the Internet, by telephone or by mail. Voting by any of these methods will ensure your representation at the Annual Meeting.
Thank you for your continued support. We look forward to your online attendance at the Annual Meeting.
Very truly yours,
Ryan Steelberg
Chairman and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on July 7, 2026
To the Stockholders of Veritone, Inc.:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Veritone, Inc. (the “Company”) will be held on Tuesday, July 7, 2026, at 10:30 a.m., Pacific Time. Our board of directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting (including any adjournments, continuations, or postponements thereof) for the purposes set forth in this proxy statement for our Annual Meeting (the “Proxy Statement”). The Annual Meeting will be held online only in a virtual meeting format via live webcast. Stockholders may attend the Annual Meeting online by visitingwww.virtualshareholdermeeting.com/VERI2026. For purposes of attendance at the Annual Meeting, all references in the accompanying Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.
The Annual Meeting is being held for the purpose of considering and acting upon the following items of business:
| 1. | To elect two directors named in the accompanying proxy statement to serve as Class III directors to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal; |
| 2. | To ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve, on an advisory basis, the compensation of our named executive officers; |
| 4. | To approve an amendment to our fourth amended and restated certificate of incorporation (our “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 150,000,000 to 225,000,000; |
| 5. | To approve a second amendment and restatement of the 2023 Equity Incentive Plan (the “2023 Plan”); |
| 6. | To approve the CEO Strategic Awards; and |
| 7. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
These items of business are more fully described in the Proxy Statement accompanying this notice. We encourage you to read the Proxy Statement and other proxy materials carefully and in their entirety.
Only stockholders of record at the close of business on May 19, 2026 are entitled to notice of and to vote at the Annual Meeting. All such stockholders are cordially invited to attend the Annual Meeting. A list of all stockholders entitled to vote at the annual meeting will be available for examination at our principal executive offices at 5291 California Avenue, Suite 350, Irvine, CA 92617 for 10 days before the Annual Meeting, and during the Annual Meeting, such list will be available to registered stockholders as a link on the virtual meeting platform atwww.virtualshareholdermeeting.com/VERI2026. However, whether or not you expect to attend the Annual Meeting, you are encouraged to cast your vote by proxy prior to the Annual Meeting to ensure your representation at the Annual Meeting. If you attend the Annual Meeting, you may vote during the Annual Meeting even if you have voted by proxy in advance.
We encourage you to access the virtual meeting platform before the start time of 10:30 a.m., Pacific Time, on July 7, 2026, to allow ample time for online check-in, which will begin at 10:15 a.m., Pacific Time. To attend the Annual Meeting, you will need the 16-digit control number provided on your proxy card or voting instruction form.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on July 7, 2026: Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available online atwww.proxyvote.com.
By order of the Board of Directors
Ryan Steelberg
Chairman and Chief Executive Officer
Irvine, California
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE BY PROXY PRIOR TO THE ANNUAL MEETING. IF YOU CHOOSE TO VOTE BY MAIL, PLEASE DO SO PROMPTLY TO ENSURE YOUR PROXY ARRIVES IN SUFFICIENT TIME. PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.