8-K
filed June 9, 2026, 4:35 PM ET
ticker RLAY
CIK 0001812364
other
confidence high
sentiment neutral
materiality 0.55
Relay Therapeutics increases authorized common stock from 300M to 450M shares after stockholder approval
Relay Therapeutics, Inc.
- Shareholders approved amendment to increase authorized common shares to 450M from 300M, a 50% increase.
- Vote: 170,323,683 for, 909,020 against, 23,821 abstain; amendment effective June 9, 2026.
- Directors elected: Douglas S. Ingram and Claire Mazumdar each received >120M votes for; 24.2M broker non-votes.
- Non-binding say-on-pay approved: 143,849,919 for, 3,154,118 against, 51,787 abstain.
- Ratification of Ernst & Young as independent auditor for FY2026: 171,030,133 for, 204,449 against, 21,942 abstain.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Relay Therapeutics, Inc.: Increased authorized shares of common stock from 300,000,000 to 450,000,000 (effective 2026-06-09).
- Change
- charter amendment
- Effective
- 2026-06-09
Exact text from the filing
On June 9, 2026, Relay Therapeutics, Inc. (the “Company”) filed a Certificate of Second Amendment (the “Certificate of Amendment”) to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 300,000,000 shares to 450,000,000 shares.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Relay Therapeutics, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-09 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-06-09
Exact text from the filing
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, 2026, with the votes cast as follows: Votes For Votes Against Abstain Broker Non-Votes 171,030,133 204,449 21,942 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Relay Therapeutics, Inc. shareholders approved Election of class III directors for a three-year term ending at the 2029 annual meeting at the 2026-06-09 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-06-09
Exact text from the filing
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 2029 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 120,859,999 26,195,825 24,200,700 Claire Mazumdar, Ph.D. 122,859,060 24,196,764 24,200,700
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Relay Therapeutics, Inc. shareholders approved Approval of amendment to the Fourth Amended and Restated Certificate of Incorporation to increase authorized shares of common stock from 300,000,000 to 450,000,000 at the 2026-06-09 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-06-09
Exact text from the filing
The Company’s stockholders approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 shares to 450,000,000 shares, with the votes cast as follows: Votes For Votes Against Abstain Broker Non-Votes 170,323,683 909,020 23,821 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Relay Therapeutics, Inc. shareholders approved Non-binding advisory vote on executive compensation at the 2026-06-09 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-06-09
Exact text from the filing
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 143,849,919 3,154,118 51,787 24,200,700
View on SEC.gov
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