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 external 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 elect two class III directors to serve until 2029.

• An advisory vote will be held on the compensation of named executive officers.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026 is proposed.

• Approval is sought to amend the certificate of incorporation to increase authorized common stock from 300,000,000 to 450,000,000.

• Shareholders can submit proposals for future meetings, subject to advance notice and SEC rules.

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, with five members self-identifying 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 membership.

• The chairperson and CEO roles are separated to enhance governance.