Veritone, Inc. (VERI) Earnings Call Transcript & Summary

Good morning. I'm pleased to welcome you to the Annual Meeting of Stockholders of Veritone, Inc., which we are holding virtually via live webcast to support the health and well-being of our stockholders, directors and employees. As such, please bear with us if there are any delays or technical difficulties during this meeting. I am Chad Steelberg, Chairman and Chief Executive Officer of Veritone. I will now call this meeting to order. The agenda and rules of procedure for this meeting as well as the certified list of stockholders entitled to vote at this meeting are available for you to access under the heading Meeting Materials on the virtual meeting portal. [Operator Instructions] We will answer those questions related to the meeting prior to closing the vote, and we will answer other questions following the formal business of the meeting. Although we may not be able to answer every question, we will do our best to answer as many questions as time allows. Only stockholders of record at the close of business on June 2, 2020, who have entered the meeting using their 16-digit control number will be able to ask questions and to vote at today's meeting. If you encounter technical difficulties, please call the technical support member posted on the log-in page of the virtual meeting portal. I would like to introduce Veritone's executive officers who are in attendance today: Ryan Steelberg, our President, who is also a Board member; Pete Collins, Executive Vice President and Chief Financial Officer; and Jeff Coyne, Executive Vice President, General Counsel and Secretary. I would also like to introduce our other Board members who are present telephonically today: Jeff Gehl, Louis Graziadio, Knute Kurtz, Nayaki Nayyar and Rick Taketa. In addition, I would like to introduce Cathy Hyodo of Grant Thornton, our independent auditors. Cathy is available to answer any appropriate questions of stockholders. Now I will ask Jeff Coyne, our General Counsel and Secretary, to discuss some more procedural matters and the proposals being considered at the meeting. Jeff?

Thanks, Chad. Commencing on June 25, 2020, the notice and proxy statement for this meeting and our annual report on Form 10-K as amended were mailed to all stockholders of record as of June 2, 2020. As of June 2, 27,098,995 shares of our common stock were outstanding. A majority of the shares entitled to vote is necessary for a quorum at a meeting of our stockholders. From a count of the shares represented at the meeting or by proxies received by us, we have determined that a quorum is present, and therefore, the meeting can proceed. Pete Collins, our Executive Vice President and Chief Financial Officer, has been appointed inspector of elections. As the inspector, he will tally the votes for reporting the results at this meeting. Today, we will be voting on the 3 proposals that are described in the proxy statement. I declare the polls now open. For each of the proposals brought before the meeting, if you've previously voted, you do not need to take any additional actions. If you want to vote during this meeting or if you have previously voted and want to change your vote, you may do so now by clicking the vote here button on the virtual meeting portal. We will now present the proposals and answer any questions regarding the proposals, following which time the polls will close. [Operator Instructions] The first item to be voted on is the election of directors. 3 directors will be elected to serve for a 3-year term expiring at our annual meeting in 2023. Your Board of Directors recommends that the nominees of management named in the proxy statement, Louis Graziadio, Chad Steelberg and Ryan Steelberg, be elected to the Board. The second item to be voted on is the appointment of Grant Thornton LLP as Veritone's independent registered public accounting firm for the fiscal year ending December 31, 2020. Your Board of Directors recommends a vote for this proposal. The third item to be voted on is the approval of amendments to Veritone's 2018 performance-based stock incentive plan and performance-based stock options granted under that plan and under Veritone's 2017 stock incentive plan. On June 12, 2020, the Compensation Committee and the disinterested members of Veritone's Board authorized certain amendments to the 2018 plan, the stock options under the 2018 plan and certain stock option agreements under the 2017 plan that contain substantially the same terms as the agreements under the 2018 plan. These amendments are described in detail in the proxy statement. If approved by our stockholders, the Compensation Committee intends to make the amendments to the 2018 plan and the performance-based stock options pursuant to its authority under our stock incentive plans. Your Board of Directors recommends a vote for this proposal. [Operator Instructions] We will pause briefly for any questions. There being no questions on the proposals, we will now proceed to the final vote. Please vote on the portal if you have not already done so or if you would like to change your vote. We will pause briefly to allow stockholders to finish voting. [Voting]

I hereby declare that the polls for each proposal are now closed. We will now proceed to the voting tabulation on these proposals. I would like to call on Pete Collins to report the preliminary results of the voting once the votes have been tabulated. Pete?

Thanks, Jeff. Preliminary results of the voting are as follows: On proposal 1, to elect 3 members of the Board of Directors, management's nominees named in the proxy statement were elected by a plurality of the votes cast at the meeting or by proxy. On proposal 2, the appointment of Grant Thornton LLP as Veritone's independent registered public accounting firm for the fiscal year ending December 31, 2020, was approved by more than a majority of the total votes cast at the meeting or by proxy. On proposal 3, the amendments to Veritone's 2018 performance-based stock incentive plan and performance-based stock options were approved by more than a majority of the total votes of shares cast at the meeting or by proxy and by more than a majority of the total votes of shares cast at the meeting or by proxy other than shares owned directly or indirectly by Chad Steelberg or Ryan Steelberg and their affiliates.

Thanks, Pete. This completes the formal business of the meeting. I hereby declare Veritone's 2020 Annual Meeting of Stockholders adjourned. We will now address any general questions regarding the company submitted through the virtual meeting portal. We ask that you please observe the procedures posted on the virtual meeting portal in asking any questions. [Operator Instructions] We will attempt to answer as many questions as time allows, but please note that we will only answer questions that are pertinent to the meeting and the company's business. As we are currently in a quiet period, we will defer questions regarding our current operation -- operating results and outlook to our second quarter conference call on August 10. We will now pause briefly so that questions can be submitted to the virtual meeting portal.

There being no questions, this concludes the question-and-answer session.

Thank you for joining us today. We look forward to discussing Veritone's results for the second quarter of 2020 and updating you on our business on our webcast on Monday, August 10. Have a good day, and please stay safe and healthy.