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 July 24, 2020. Of the 27,098,995 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 20,853,859 shares of common stock, representing approximately 76.95% 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, G. Louis Graziadio III, Chad Steelberg and Ryan Steelberg, as members of the Board, to serve for a three-year term expiring at the Company's annual meeting of stockholders in 2023. The three nominees were elected by a plurality of the total votes cast. The voting results were:



                   Nominee            For     Withheld Broker Non-Votes
           G. Louis Graziadio, III 12,778,815  412,750        7,662,294
           Chad Steelberg          12,700,083  491,482        7,662,294
           Ryan Steelberg          12,783,442  408,123        7,662,294


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, 2020. Such proposal was approved by more than a majority of the total votes cast. The voting results were:



                       For     Against Abstain Broker Non-Votes
                    20,748,273 22,857  82,729         -




Proposal 3

To approve amendments to the Company's 2018 Performance-Based Stock Incentive Plan and performance-based stock options. The approval of this proposal required: (1) the affirmative vote of the holders of a majority of the total votes of shares of the Company's common stock cast at the meeting, in person or by proxy, and (2) the affirmative vote of the holders of a majority of the total votes of shares of the Company's common stock cast at the meeting, in person or by proxy, other than shares of the Company's common stock owned, directly or indirectly, by Chad Steelberg, Ryan Steelberg and their affiliates cast at the meeting, in person or by proxy. Accordingly, for both required votes, abstentions and broker non-votes had no effect on the outcome of the vote. Such proposal was approved as to both required votes.

The voting results as to the first required vote are shown in the table below and include votes of shares owned, directly or indirectly, by Chad Steelberg, Ryan Steelberg and their affiliates, which were cast in favor of the proposal:



                      For      Against  Abstain Broker Non-Votes
                   10,919,240 2,217,027 55,298     7,662,294

These voting results represent approval of the proposal by approximately 83.12% of the votes cast on the proposal. As to the second required vote, excluding votes of an aggregate of 3,757,206 shares owned, directly or indirectly, by Chad Steelberg, Ryan Steelberg and their affiliates, which were cast in favor of the proposal, the proposal was approved by approximately 76.36% of the votes cast on the proposal.

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