Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
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2018 Performance-Based Stock Incentive Plan and Grants to Chad Steelberg and Ryan Steelberg
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On June 29, 2018, the stockholders of Veritone, Inc. (the Company) approved the Companys 2018 Performance-Based Stock
Incentive Plan (the Plan), and approved grants of performance-based nonstatutory stock options (each, a Performance Option) to Chad Steelberg, the Companys Chief Executive Officer (the CEO Award), and Ryan
Steelberg, the Companys President (the President Award), under the Plan. The CEO Award and the President Award had been approved on May 6, 2018 by a special committee of the Board of Directors of the Company, comprised of
independent and disinterested members of the Board (the Special Committee), subject to further approval by an affirmative vote of a majority of the shares of the Companys common stock owned by stockholders that are not affiliated
with Chad Steelberg or Ryan Steelberg, in a fully-informed, non-coerced and non-waivable vote of such stockholders. The Plan had been approved by the Companys Board of Directors on May 30, 2018, subject to stockholder approval.
The Plan allows the Company to grant Performance Options to the Companys executive officers and other employees as an incentive for them
to remain in service with the Company and to further align their interests with the interests of the Companys stockholders. A total of 4,200,000 shares of the Companys common stock have been authorized for issuance under the Plan. The
number of shares of common stock underlying the CEO Award is 1,809,900, and the number of shares underlying the President Award is 1,357,425.
All Performance Options granted under the Plan will become exercisable in three equal tranches (subject to rounding) based on the achievement
of the stock price goals for the Companys common stock set forth in the table below:
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Tranche
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Stock Price Goal
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1
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$49.15 per share
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2
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$98.31 per share
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3
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$196.62 per share
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For each tranche to become exercisable, the closing price per share of the Companys common stock must meet or exceed the
applicable stock price goal for a period of 30 consecutive trading days. The vesting of each tranche will be subject to the awardees continued service with the Company, as defined in the Plan specifically for the Companys Chief Executive
Officer, President, and all other awardees, as of the date on which the applicable stock price goal is determined to be achieved; provided, however, that a Performance Option will remain eligible to become exercisable after the cessation of an
awardees continued service under certain circumstances, as further described in the Plan.
The exercise price of each Performance
Option granted under the Plan will not be less than 100% of the fair market value of the Companys common stock on the date of grant. The exercise price of each of the CEO Award and the President Award is $21.25 per share, which was the closing
market price of the Companys common stock on the Nasdaq Global Market on May 4, 2018, the last trading day prior to the date on which the Special Committee approved such awards (which was not a trading day). Each Performance Option will
have a term of ten years following the grant date, subject to earlier termination in the case of cessation of the awardees continued service with the Company, as further described in the Plan.
The foregoing descriptions of the Plan, the CEO Award and the President Award do not purport to be complete and are qualified in their
entirety by reference to the Plan, the CEO Award Agreement and the President Award Agreement. A copy of the Plan is included as Appendix A to the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on
June 1, 2018, and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K. Copies of the CEO Award Agreement and the President Award Agreement are included as Exhibits B and C to the Plan, and are filed as
Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the form of Award Agreement to be used for any grants of Performance Options to other awardees (including the Companys other executive
officers) under the Plan is included as Exhibit A to the Plan, and is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on June 29, 2018. Of the 16,285,232 shares of the Companys 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 14,804,722 shares of common stock, representing approximately 90.91% of the total number of shares entitled to vote
at the meeting. The following three proposals were presented and voted on at the meeting:
Proposal 1
To elect three nominees, Nathaniel L. Checketts, Jeff P. Gehl and Christopher J. Oates, as members of the Board of Directors, to serve for a
three-year term expiring at the Companys annual meeting of stockholders in 2021. The three nominees were elected by a plurality of the total votes cast in person or by proxy. The voting results were:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Nathaniel L. Checketts
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11,441,839
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440,101
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2,922,782
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Jeff P. Gehl
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11,383,111
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498,829
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2,922,782
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Christopher J. Oates
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11,440,749
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441,191
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2,922,782
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Proposal 2
To ratify the appointment of Grant Thornton LLP as the Companys independent registered public accounting firm for the fiscal year ending
December 31, 2018. Such proposal was approved by more than a majority of the total votes of shares of the Companys common stock cast in person or by proxy. The voting results were:
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For
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Against
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Abstain
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Broker Non-Votes
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14,779,619
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9,330
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15,773
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For this proposal, the approval of which required the affirmative vote of the holders of a majority of the
total votes of shares of the Companys common stock actually cast, abstentions had no effect on the outcome of the vote.
Proposal
3
To approve the Companys 2018 Performance-Based Stock Incentive Plan and the grants of the CEO Award and the President Award.
The approval of this proposal required (1) the affirmative vote of the holders of a majority of the total votes of shares of the Companys common stock cast in person or by proxy, and (2) the affirmative vote of the holders of a
majority of the outstanding shares of the Companys common stock not owned, directly or indirectly, by Chad Steelberg, Ryan Steelberg or their affiliates. Such proposal was approved as to both required votes.
Chad Steelberg, Ryan Steelberg and their affiliates recused themselves from voting any shares of the Companys common stock owned by
them, directly or indirectly, on the approval of this proposal. Accordingly, all voting results on this proposal shown below exclude the shares owned, directly or indirectly, by Chad Steelberg, Ryan Steelberg and their affiliates (even though such
shares may have been voted on the other proposals at the meeting). The voting results were:
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For
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Against
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Abstain
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Broker Non-Votes
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7,040,046
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577,347
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54,042
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2,922,782
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For the first required vote, approval of the proposal required the affirmative vote of the holders of a
majority of the total votes of shares of the Companys common stock actually cast. Accordingly, abstentions and broker non-votes had no effect on the outcome of the vote, and the proposal was approved by approximately 92.4% of the votes cast.
For the second required vote, a total of 12,023,301 shares of the Companys common stock were outstanding as of the record date for
the meeting, excluding a total of 4,261,931 shares owned, directly or indirectly, by Chad Steelberg, Ryan Steelberg and their affiliates. Approval of the proposal required the affirmative vote of the holders of a majority of the outstanding shares
of the Companys common stock not owned, directly or indirectly, by Chad Steelberg, Ryan Steelberg or their affiliates. Accordingly, abstentions and broker non-votes had the same effect as votes against such proposal. The proposal was approved
by approximately 58.6% of the outstanding shares of the Companys common stock not owned, directly or indirectly, by Chad Steelberg, Ryan Steelberg or their affiliates.