{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-263873","form_type":"8-K","ticker":"RLAY","cik":"0001812364","company_name":"Relay Therapeutics, Inc.","filed_at":"2026-06-09T20:35:35+00:00","discovered_at":"2026-06-09T20:37:00.231591+00:00","generated_at":"2026-06-09T20:41:18.623348+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Relay Therapeutics increases authorized common stock from 300M to 450M shares after stockholder approval","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-263873","json":"https://secwatch.observer/filing/0001193125-26-263873.json","markdown":"https://secwatch.observer/filing/0001193125-26-263873.md","text":"https://secwatch.observer/filing/0001193125-26-263873.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1812364/000119312526263873/0001193125-26-263873-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1812364/000119312526263873/rlay-20260609.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-09T20:41:18.623348+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"fb48f1183cf41b7ff4c2b3009aa43e0a49e95ff2","claim":"Relay Therapeutics, Inc.: Increased authorized shares of common stock from 300,000,000 to 450,000,000 (effective 2026-06-09).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1812364/000119312526263873/0001193125-26-263873-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-06-09"}],"fact_type":"governance_change"},{"claim_id":"124349d97a5c90a02a38644d4a37499f967568c3","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1812364/000119312526263873/0001193125-26-263873-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-09"}],"fact_type":"shareholder_vote"},{"claim_id":"585f12a8b7150066f5be1a3dec4c6a1a2e9da2ce","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1812364/000119312526263873/0001193125-26-263873-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-09"}],"fact_type":"shareholder_vote"},{"claim_id":"62f79300a47df8e1e69bfd0bbda9dcdcbf97a4e6","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1812364/000119312526263873/0001193125-26-263873-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-09"}],"fact_type":"shareholder_vote"},{"claim_id":"a09ae538890c805f1e3ff2d381eb35662549e4b9","claim":"Relay Therapeutics, Inc. shareholders approved Non-binding advisory vote on executive compensation at the 2026-06-09 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1812364/000119312526263873/0001193125-26-263873-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-09"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}