SEC Form 8-K filed by Veritone Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2025

 

Veritone, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-38093		47-1161641
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1615 Platte Street, 2nd Floor, Denver, CO		80202
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 507-1737

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		VERI		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 16, 2025				Veritone, Inc.
				By:		/s/ Michael L. Zemetra
						Michael L. Zemetra
						Executive Vice President, Chief Financial Officer and Treasurer