Relay Therapeutics (RLAY) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 9, 2026, to be held virtually for shareholders of record as of April 13, 2026.

• Proxy materials, including the Notice of Meeting, Proxy Statement, and Annual Report, are available online, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of two class III directors, Douglas S. Ingram and Claire Mazumdar, Ph.D., to serve until the 2029 annual meeting.

• Advisory vote on the compensation of named executive officers.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Approval of an amendment to increase authorized common stock from 300,000,000 to 450,000,000 shares.

• Provision to transact other business properly brought before the meeting.

Board of directors and corporate governance

• Board recommends voting FOR all four main proposals on the agenda.