---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-025321"
form_type: "8-K"
ticker: "RLAY"
cik: "0001812364"
company_name: "Relay Therapeutics, Inc."
filed_at: "2023-05-31T23:59:59+00:00"
generated_at: "2026-06-14T10:45:50.783346+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Relay Therapeutics shareholders elect three directors, approve executive pay and auditor at 2023 annual meeting

## Summary
- Douglas S. Ingram, Sekar Kathiresan, and Jami Rubin elected as Class III directors with 103.3M, 104.6M, and 94.8M votes for, respectively.
- Non-binding advisory vote on executive compensation approved: 97.8M for, 6.9M against, 70k abstained.
- Ratification of Ernst & Young as independent auditor for FY2023: 112.2M for, 11.6k against, 40k abstained.

## SEC filing metadata
- accession: 0000950170-23-025321
- form_type: 8-K
- ticker: RLAY
- cik: 0001812364
- company_name: Relay Therapeutics, Inc.
- filed_at: 2023-05-31T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1812364/000095017023025321/0000950170-23-025321-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1812364/000095017023025321/rlay-20230531.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-025321
- JSON: https://secwatch.observer/filing/0000950170-23-025321.json
- Plain text: https://secwatch.observer/filing/0000950170-23-025321.txt

## Key facts
- Shareholder Votes
  Relay Therapeutics, Inc. shareholders approved Non-binding advisory vote on executive compensation at the 2023-05-31 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: Proposal 2. Non-binding advisory vote on executive compensation. The Company's stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers, with the votes cast as follows: Votes For Votes Against Abstain Broker Non-Votes 97,777,468.59 6,901,684.00 70,089.00 7,473,432.40
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812364/000095017023025321/0000950170-23-025321-index.htm
- Shareholder Votes
  Relay Therapeutics, Inc. shareholders approved Election of directors at the 2023-05-31 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: Proposal 1. Election of directors. The Company’s stockholders elected each of the following individuals to serve as class III directors for a three-year term ending at the Company’s 2026 annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation or removal, with the votes cast as follows: Name Votes For Votes Withheld Broker Non-Votes Douglas S. Ingram 103,319,668.59 1,429,573.00 7,473,432.40 Sekar Kathiresan, M.D. 104,644,413.59 104,828.00 7,473,432.40 Jami Rubin 94,814,052.83 9,935,188.75 7,473,432.40
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812364/000095017023025321/0000950170-23-025321-index.htm
- Shareholder Votes
  Relay Therapeutics, Inc. shareholders approved Ratification of appointment of independent registered public accounting firm at the 2023-05-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-31
  source text: Proposal 3. Ratification of appointment of independent registered public accounting firm. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, with the votes cast as follows: Votes For Votes Against Abstain Broker Non-Votes 112,171,015.00 11,640.00 40,019.00 0.00
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812364/000095017023025321/0000950170-23-025321-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.