VERITONE, INC.
2420 17th St., Office 3002
Denver, Colorado 80202
June 8, 2023
PROXY STATEMENT
GENERAL INFORMATION
PROXY STATEMENT AND SOLICITATIONFOR THE 2023 ANNUAL MEETING OF PROXIES
Solicitation by BoardSTOCKHOLDERS
This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held online in a virtual meeting format only via live webcast on Friday,Thursday, June 17, 20228, 2023 at 10:30 a.m., Mountain Time, via live webcast onTime. Stockholders may attend the Internet.Annual Meeting online by visiting www.virtualshareholdermeeting.com/VERI2023.
Solicitation of ProxiesIn this Proxy Statement, we refer to Veritone, Inc. as the “Company,” “Veritone,” “we,” or “us” and Related Expenses
We will bear all expenses incurred in connection with this solicitation. We anticipate that this solicitation of proxies will be made primarily by mail; however, in order to ensure adequate representation at the annual meeting, our directors, officers and other employees may communicate with stockholders, brokerage houses and others by telephone, facsimile or electronic transmission, or in person, to request that proxies be furnished. We may reimburse banks, brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy materials to the beneficial owners of the shares held by them. No additional compensation will be paid to our directors, officers or other employees for solicitationBoard of proxies by such individuals.Directors as our “Board.”
Record DateIMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALSThis Proxy Statement and Voting Securities
Our Board has fixed the close of business on April 20, 2022 as the record date for the determination of stockholders entitled to receive notice of and to vote at the annual meeting. As of the record date, there were 36,062,187 shares of our common stock outstanding and entitled to vote. Each stockholder is entitled to one vote for each share of common stock held as of the record date.
Availability of Materials
We are making this proxy statement, and our Annual Report on Form 10-K for our fiscal year ended December 31, 2021, available to all stockholders of record on the record date for the annual meeting for the first time on or about April 27, 2022. On such date, we are mailing to each stockholder of record on the record date for the annual meeting either a Notice Regarding the Availability of Proxy Materials informing the stockholder of how to electronically access a copy of this proxy statement and our Annual Report on Form 10-K and how to vote online (the “Notice”), or printed copies of such materials, if printed copies have been previously requested by the stockholder. If any stockholder who receives a Notice would like to receive printed copies of such materials, such printed copies may be requested by following the instructions contained in the Notice and will be provided free of charge. Except as may be required by Securities and Exchange Commission (“SEC”) rules and regulations, our Annual Report on Form 10-K is not to be regarded as proxy soliciting material or as communications by means of which any solicitation is to be made.
We will provide without charge to each stockholder solicited by these proxy solicitation materials a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended, without exhibits upon request2022 (the “2022 Annual Report”) are available on the Internet at www.proxyvote.com. These materials are also available on our corporate website at investors.veritone.com. References to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute part of such stockholder made in writing to Veritone, Inc.this Proxy Statement.
Why did I receive only a Notice of Internet Availability of Proxy Materials?
As permitted by the Securities and Exchange Commission (the “SEC”), 2420 17th St., Office 3002, Denver, Colorado 80202, Attention: Chief Financial Officer. We will also furnish any exhibit to suchwe are furnishing our proxy materials, including our Notice of Annual Meeting, Proxy Statement and 2022 Annual Report, on Form 10-K if specifically requested in writing.
Stockholders Sharingto most stockholders over the Same Address
SEC rules permit usInternet. On or about April 27, 2023, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to deliver one copystockholders of record that did not request to receive printed copies of our proxy statementmaterials or that are otherwise receiving our materials electronically by email, while brokers, banks and Annual Reportother nominees who hold shares on Form 10-Kbehalf of beneficial owners will be sending their own similar Notice of Internet Availability to two or morethe beneficial owners. The Notice of Internet Availability contains instructions on how stockholders who share an address, unlesscan access and review our proxy materials via the Internet and vote their shares. The Notice of Internet Availability also contains instructions on how to request, free of charge, paper copies of the proxy materials.
We believe the delivery options that we have received contrary instructions from one or morechosen will allow us to provide our stockholders with the proxy materials they need, while lowering the cost of the stockholders. This delivery method, whichof the materials and reducing the environmental impact of printing and mailing printed copies.
When and where is knownthe Annual Meeting?
The Annual Meeting will be held on June 8, 2023 at 10:30 a.m. Mountain Time, via live webcast on the Internet. You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/VERI2023. You will be able to access the Annual Meeting using the control number found on your Notice of Internet Availability, proxy card or voting instruction form, as “householding,” reducesapplicable.
Why is the Company holding the Annual Meeting virtually?
We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our printing costs, mailing costsability to engage with all stockholders, regardless of size, resources or physical location.