Relay Therapeutics (RLAY) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, and will be held virtually, allowing shareholders to vote and submit questions online after registering in advance.

• Four main proposals will be voted on: election of two class III directors, advisory vote on executive compensation, ratification of the independent auditor, and an amendment to increase authorized common stock.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact, with printed copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing two class III directors for three-year terms, an advisory say-on-pay vote, ratification of Ernst & Young LLP as auditor, and an amendment to increase authorized shares from 300M to 450M.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting by December 30, 2026, and must follow advance notice procedures for nominations or other business.

Board of directors and corporate governance

• The board consists of nine members divided into three classes with staggered three-year terms.

• Nominees for class III director are Douglas S. Ingram and Claire Mazumdar, Ph.D.; Sekar Kathiresan, M.D. will not stand for re-election.

• The board values diversity and includes five individuals who self-identify as female or underrepresented minorities.

• All directors except the CEO are considered independent under Nasdaq and SEC rules.

• The board has audit, compensation, nominating and corporate governance, and research and development committees, each with defined responsibilities and independent members.

• Directors are expected to attend at least 75% of meetings and the annual meeting of stockholders.