Veritone Shareholders Back Share Increase, CEO Awards as Debt Questions Loom

Key Points

• Veritone shareholders approved all six proposals at the 2026 annual meeting, including re-electing two directors, appointing CBIZ as auditor, and approving executive compensation.
• Investors also backed a major capital increase: Veritone’s authorized common shares will rise from 150 million to 225 million, and its equity incentive plan will add 3 million reserved shares, prompting concerns about dilution.
• CEO Ryan Steelberg said the company needs more share capacity to support hiring and possible capital raises while it works toward profitability, and he also said Veritone is focused on handling upcoming debt obligations and defending against pending litigation.

Veritone NASDAQ: VERI stockholders approved all six proposals presented at the company’s 2026 Annual Meeting of Stockholders, including the election of two directors, an increase in authorized shares and equity awards for President and Chief Executive Officer Ryan Steelberg.

The virtual meeting was hosted by Steelberg, who also serves as chairman of the board. Executive Vice President, Chief Financial Officer and Treasurer Mike Zemetra reviewed the procedural matters and presented the proposals for stockholder consideration.

Zemetra said the meeting materials, including the notice and proxy statement and the company’s annual report on Form 10-K, were made available beginning May 26, 2026, to stockholders of record as of May 19, 2026. As of that record date, Veritone had 92,954,401 shares of common stock outstanding. Zemetra said a quorum was present, allowing the meeting to proceed.

Stockholders Approve Six Proposals

The company said stockholders approved each item presented at the meeting. The approved proposals were:

• The election of Ryan Steelberg and Francisco Morales as Class III directors for three-year terms expiring at the 2029 annual meeting.
• The appointment of CBIZ CPAs, P.C. as Veritone’s independent registered public accounting firm for fiscal year 2026.
• A non-binding advisory resolution approving compensation paid to named executive officers.
• An amendment to Veritone’s Certificate of Incorporation increasing the number of authorized shares of common stock from 150 million to 225 million.
• An amendment and restatement of the company’s 2023 Equity Incentive Plan, increasing shares reserved for issuance under the plan by 3 million shares.
• The grant of a time-based restricted stock unit award and a performance-based restricted stock unit award to Steelberg.

Zemetra said the director nominees were elected by a plurality of votes cast at the meeting or by proxy. The remaining proposals were approved by the required majority thresholds, according to the voting results announced during the meeting.

Management Addresses Dilution Question

During the question-and-answer portion tied to the proposals, Steelberg addressed a stockholder question about the increase in authorized shares and the potential for further dilution.

Steelberg said management is “always very concerned about further dilution,” adding that he and others in management are also investors. He said the company needs an adequate supply of authorized shares to support future actions involving equity, including new hires and possible capital raises.

“We do think that this is critical for us to have that capacity,” Steelberg said, while emphasizing that the company remains “very conscious and very wary of further dilution.”

Steelberg also said Veritone is continuing efforts to reduce its ongoing cost structure and move toward profitability, but noted that the company “still” is losing money and needs the capacity to raise capital and issue shares if necessary.

Debt, Litigation and Oracle Partnership Discussed

After the formal business of the meeting concluded, Steelberg addressed additional stockholder questions, including one about the company’s debt due in November and another about class action lawsuits.

On litigation, Steelberg declined to comment in detail on pending matters but said the company believes the claims are “baseless” and “without merit.” He said Veritone intends to “vigorously defend against these allegations.”

Regarding the company’s debt, Steelberg said deleveraging the business has been a major priority for him and management over the past few years. He said Veritone has exited its term debt but still has what he described as “stub debt” outstanding.

Steelberg said the company remains in communication with bondholders and expects to service or restructure the debt in the future. He did not provide additional details but said the matter remains a high priority for management.

Steelberg also responded to a question about Veritone’s progress and timeline with Oracle. He said the company is on track with transitioning initial workloads to Oracle’s OCI stack and continues to view the relationship as a “strong and dynamic partnership” from both an infrastructure and co-selling perspective.

Steelberg said he recently served as a keynote speaker at Oracle Cloud Infrastructure’s annual sales kickoff. He described the partnership as “great” and said Veritone is on track from a technical perspective, adding that the company views the relationship as a “force multiplier” in the years ahead.

Steelberg concluded the meeting by noting that Veritone planned to host an innovation showcase later in the day and said he expected to discuss the company’s second-quarter 2026 results and provide a business update in early August.

About Veritone NASDAQ: VERI

Veritone, Inc NASDAQ: VERI is a technology company specializing in artificial intelligence solutions for media, legal, government and enterprise applications. Its flagship offering, aiWARE™, is a cloud-based operating system that orchestrates and automates an ecosystem of machine learning models to transform unstructured data—such as audio, video and text—into actionable intelligence. By providing a modular AI environment, Veritone enables organizations to deploy, manage and scale cognitive engines that address diverse use cases from transcription and translation to sentiment analysis and facial recognition.

Through aiWARE and its suite of purpose-built applications, the company delivers turnkey solutions for content licensing, media monitoring, eDiscovery, compliance and public safety.

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