Veritone (NASDAQ: VERI) expands authorized shares and equity incentives after 2026 vote
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Veritone, Inc. reported results of its July 7, 2026 annual stockholder meeting and related corporate actions. Stockholders approved an amendment to the certificate of incorporation increasing authorized common stock from 150,000,000 to 225,000,000 shares, effective upon filing in Delaware on July 10, 2026.
Stockholders also approved an amendment and restatement of the company’s 2023 equity incentive plan, adding 3,000,000 shares of common stock available for equity awards. A time-based and a performance-based RSU grant to President, CEO and Chairman Ryan Steelberg were approved.
At the meeting, 47,523,454 shares of common stock were present in person or by proxy out of 92,954,401 shares outstanding and entitled to vote, representing approximately 51.12% of eligible shares. All six proposals on the agenda, including director elections, auditor ratification and advisory say‑on‑pay, received majority support.
Positive
- None.
Negative
- None.
Insights
Shareholders approved more share capacity and refreshed equity incentives.
Veritone received stockholder approval to increase authorized common shares to 225,000,000 and to add 3,000,000 shares to its 2023 equity incentive plan. These changes expand flexibility for future financing, acquisitions, or employee equity awards but do not by themselves issue new shares.
The annual meeting reached quorum with approximately 51.12% of the 92,954,401 outstanding shares present. All proposals, including director elections, auditor ratification, say‑on‑pay, the charter amendment, the plan amendment and RSU awards for CEO Ryan Steelberg, obtained majority support, suggesting current stockholder backing for the board’s capital structure and compensation approach.
8-K Event Classification
4 items: 5.02, 5.03, 5.07, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Authorized common stock after amendment: 225,000,000 shares
Increase in authorized shares: 75,000,000 shares
Additional shares for 2023 Equity Incentive Plan: 3,000,000 shares
+5 more
8 metrics
Authorized common stock after amendment
225,000,000 shares
Authorized shares increased from 150,000,000 to 225,000,000 in the charter amendment
Increase in authorized shares
75,000,000 shares
Difference between prior 150,000,000 and new 225,000,000 authorized common shares
Additional shares for 2023 Equity Incentive Plan
3,000,000 shares
Increase in shares authorized for issuance under the Second Amended 2023 Plan
Shares outstanding entitled to vote
92,954,401 shares
Common stock issued, outstanding and entitled to vote at the July 7, 2026 annual meeting
Shares present at meeting
47,523,454 shares
Shares present in person or by proxy, representing approximately 51.12% of eligible shares
Meeting participation percentage
51.12%
Percentage of total shares entitled to vote that were present at the annual meeting
Votes for auditor ratification
46,822,302 votes
Votes cast in favor of ratifying CBIZ CPAs P.C. as independent auditor for 2026
Votes for CEO RSU awards
17,041,242 votes
Votes cast in favor of time-based and performance-based RSU awards for CEO Ryan Steelberg
Key Terms
authorized shares, equity incentive plan, restricted stock unit, broker non-votes, +1 more
5 terms
equity incentive plan financial
"amendment and restatement of the Veritone, Inc. Amended and Restated 2023 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
restricted stock unit financial
"approve the grant of a time-based RSU award and performance-based RSU award to Ryan Steelberg"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
broker non-votes financial
"The voting results were For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Certificate of Incorporation regulatory
"an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
FAQ
What key corporate changes did Veritone (VERI) stockholders approve at the 2026 annual meeting?
Stockholders approved increasing authorized common stock from 150,000,000 to 225,000,000 shares and amended the 2023 equity incentive plan to add 3,000,000 shares. They also approved director elections, auditor ratification, say‑on‑pay, and RSU awards for CEO Ryan Steelberg.
What change was made to Veritone (VERI) authorized common stock in the charter amendment?
The charter amendment increased Veritone’s authorized common stock from 150,000,000 to 225,000,000 shares. The amendment was approved as Proposal 4 and became effective upon filing with the Delaware Secretary of State on July 10, 2026.
What did Veritone (VERI) change in its 2023 Equity Incentive Plan at the 2026 meeting?
Stockholders approved the Second Amended 2023 Plan, which increased shares authorized for issuance under the plan by 3,000,000. This amendment and restatement of the prior plan was described as Proposal 5 and became effective after stockholder approval on July 7, 2026.
Were Veritone (VERI) director nominees elected at the July 2026 annual meeting?
Yes. Class III director nominees Ryan Steelberg and Francisco Morales were elected by a plurality of votes cast. Steelberg received 19,787,759 votes for and Morales received 19,598,863 votes for, with broker non‑votes reported for both.
Did Veritone (VERI) stockholders approve the CEO RSU awards at the 2026 annual meeting?
Yes. Proposal 6, approving time‑based and performance‑based RSU awards for CEO Ryan Steelberg, received 17,041,242 votes for, 5,252,284 against, and 185,773 abstentions, with 25,044,155 broker non‑votes, representing majority support.
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): July 7, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2026, the Board of Directors (the “Board”) of Veritone, Inc. (the “Company”) authorized an amendment and restatement of the Veritone, Inc. Amended and Restated 2023 Equity Incentive Plan (the “First Amended 2023 Plan”) to increase the number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) authorized for issuance thereunder by 3,000,000 shares (the First Amended 2023 Plan as amended, the “Second Amended 2023 Plan”), subject to approval by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders which took place on July 7, 2026 (the “Annual Meeting”). The Company’s stockholders approved the Second Amended 2023 Plan at the Annual Meeting and the Second Amended 2023 Plan became effective after the Annual Meeting on July 7, 2026.
The Second Amended 2023 Plan is described as part of Proposal 5 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 26, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.
The foregoing summary of the Second Amended 2023 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended 2023 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Common Stock from 150,000,000 shares to 225,000,000 shares (the “Charter Amendment”). The Charter Amendment is described as part of Proposal 4 in the Proxy Statement, which description is incorporated herein by reference. On July 10, 2026, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware, and the Charter Amendment became effective upon filing.
The foregoing summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting was held on July 7, 2026. Of the 92,954,401 shares of 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 47,523,454 shares of Common Stock, representing approximately 51.12% 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, Ryan Steelberg and Francisco Morales, as Class III directors, to serve on the Board for a three-year term expiring at the Company’s annual meeting of stockholders in 2029. The two nominees were elected by a plurality of the total votes cast with respect to such nominee’s election. The voting results were:
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Ryan Steelberg | 19,787,759 | 2,691,540 | 25,044,155 | ||||||||
| Francisco Morales | 19,598,863 | 2,880,436 | 25,044,155 | ||||||||
Proposal 2
To ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Such proposal was approved by a majority of the total votes cast on the matter. The voting results were:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 46,822,302 | 477,190 | 223,962 | – | ||||||||
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 on the matter. The voting results were:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 19,396,852 | 2,397,093 | 685,354 | 25,044,155 | ||||||||
Proposal 4
To approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 225,000,000. Such proposal was approved by a majority of total votes cast on the matter. The voting results were:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 42,298,570 | 4,629,242 | 595,642 | – | ||||||||
Proposal 5
To approve an amendment and restatement of the First Amended 2023 Plan. Such proposal was approved by a majority of the total votes cast on the matter. The voting results were:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 19,371,537 | 3,029,508 | 78,254 | 25,044,155 | ||||||||
Proposal 6
To approve the grant of a time-based RSU award and performance-based RSU award to Ryan Steelberg, the Company’s President, Chief Executive Officer and Chairman of the Board. Such proposal was approved by a majority of the total votes cast on the matter. The voting results were:
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| For | Against | Abstain | Broker Non-Votes | ||||||||
| 17,041,242 | 5,252,284 | 185,773 | 25,044,155 | ||||||||
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | Description | ||||
| 3.1 | Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of the Company. | ||||
10.1 | Veritone, Inc. Second Amended and Restated 2023 Equity Incentive Plan. | ||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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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.
| VERITONE, INC. | ||||||||
| By: | /s/ MICHAEL L. ZEMETRA | |||||||
| Michael L. Zemetra | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
Date: July 10, 2026
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