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Relay Therapeutics, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Relay Therapeutics, Inc.’s Form 8-K, filed 2026-06-09 (Item 5.07 on EDGAR). Page generated 04 October 2026.

6Ballot items
227Asset managers
1,393Fund votes
2026-06-09Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Relay Therapeutics, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Relay Therapeutics, Inc.

These tallies are Relay Therapeutics, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2026-06-09 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Relay Therapeutics, Inc. — official shareholder meeting results, meeting held 2026-06-09
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Douglas S. Ingram	120,859,999	--	--	26,195,825	24,200,700	Majority: yes
Elect Director: Claire Mazumdar, Ph.D.	122,859,060	--	--	24,196,764	24,200,700	Majority: yes
Proposal 2. Non-binding advisory vote on executive compensation.	143,849,919	3,154,118	51,787	--	24,200,700	Majority: yes
Proposal 3. Ratification of appointment of independent registered public accounting firm.	171,030,133	204,449	21,942	--	0	Majority: yes
Proposal 4. Approval of amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended .	170,323,683	909,020	23,821	--	0	Majority: yes

Source: Relay Therapeutics, Inc., Form 8-K, filed with the SEC on 2026-06-09 — read the filing on EDGAR.

How asset managers voted at the Relay Therapeutics, Inc. 2025-2026 meeting

Each item below shows how the 227 asset managers that disclosed a Relay Therapeutics, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. To consider and act upon an advisory vote on the compensation of our named executive officers;

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2026-06-09.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 143,849,919AGAINST: 3,154,118

Relay Therapeutics, Inc.’s own tally for this item (“Proposal 2. Non-binding advisory vote on executive compensation.”): 143,849,919 for, 3,154,118 against, per its Form 8-K filed 2026-06-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 191,586,165 outstanding shares: 75% for, 2% against (77% of the company cast a for/against vote).

The 225 asset managers below cast 98% of the shares they voted on this item FOR (141,157,281 for, 3,214,393 against).

FOR 97%

FOR: 141,157,281 (97.4%)AGAINST: 3,214,393 (2.2%)ABSTAIN: 534,126 (0.4%)NOT VOTED: 3,556 (0.0%)

Largest asset managers voting on “To consider and act upon an advisory vote on the compensation of our named executive officers;” at Relay Therapeutics, Inc., 2025-2026
Asset manager	For	Against	Vote
SB INVESTMENT ADVISERS (UK) LTD	27,904,963	0	For
Commodore Capital LP	16,000,000	0	For
Fidelity	12,411,957	0	For
Vanguard	10,284,608	3	For
Casdin Capital, LLC	9,807,883	0	For
PERCEPTIVE ADVISORS LLC	7,756,504	0	For
BlackRock	7,285,385	71,124	For
State Street	5,643,471	7,178	For
T. Rowe Price	4,576,040	0	For
GEODE CAPITAL MANAGEMENT, LLC	3,508,328	0	For
ADAGE CAPITAL PARTNERS GP, L.L.C.	2,940,000	0	For
Charles Schwab	2,229,332	0	For
MPM BioImpact LLC	2,184,744	0	For
GV Management Company, L.L.C.	1,564,173	0	For
Northern Trust	36,065	1,321,163	Against
WESTFIELD CAPITAL MANAGEMENT CO LP	1,342,969	7,555	For
Dimensional	1,233,941	0	For
Goldman Sachs	1,049,067	0	For
Foresite Capital Management IV, LLC	1,000,000	0	For
First Trust	971,265	0	For
FRANKLIN ADVISERS INC	953,947	0	For
AQR	919,171	0	For
American Century	0	849,590	Against
BALYASNY ASSET MANAGEMENT L.P.	812,194	0	For
AllianceBernstein	783,216	0	For

Showing the 25 largest of 225 asset managers. See all 225 in the interactive database.

2. To elect two class III directors to our board of directors, to serve until the 2029 annual meeting of stockholders and until their successor has been duly elected and qualified, or until such director's earlier death, resignation or removal: Claire Mazumdar, Ph.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-09.

Combines 4 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%WITHHELD 16%

FOR: 122,859,060WITHHELD: 24,196,764

Relay Therapeutics, Inc.’s own tally for this item (“Elect Director: Claire Mazumdar, Ph.D.”): 122,859,060 for, 24,196,764 withheld, per its Form 8-K filed 2026-06-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 191,586,165 outstanding shares: 64% for, 13% withheld (77% of the company cast a for/withheld vote).

The 65 asset managers below cast 100% of the shares they voted on this item FOR (30,448,767 for, 0 against).

FOR 87%13%

FOR: 30,448,767 (86.9%)ABSTAIN: 4,580,215 (13.1%)

Largest asset managers voting on “To elect two class III directors to our board of directors, to serve until the 2029 annual meeting of stockhol” at Relay Therapeutics, Inc., 2025-2026
Asset manager	For	Abstain	Vote
Vanguard	9,171,619	5,911	For
Fidelity	7,053,454	0	For
BlackRock	4,410,273	0	For
State Street	2,934,663	16,579	For
T. Rowe Price	1,854,779	0	For
Charles Schwab	1,113,273	0	For
First Trust	0	968,375	Abstain
Dimensional	0	921,907	Abstain
HARBOR FUNDS	0	741,800	Abstain
FRANKLIN STRATEGIC SERIES	553,080	0	For
Goldman Sachs	480,070	27,600	For
Northern Trust	470,846	0	For
American Century	0	423,648	Abstain
Jackson National	382,228	34,052	For
Equitable	231,958	152,247	For
JPMorgan	299,076	0	For
TIAA	276,566	0	For
Lincoln Financial	116,501	56,411	For
Tema ETF Trust	160,035	0	For
SEI	149,542	0	For
AllianceBernstein	0	146,946	Abstain
ALPS ETF Trust	0	144,940	Abstain
Brighthouse	76,144	59,697	For
AB DISCOVERY GROWTH FUND, INC.	0	132,773	Abstain
AIG/SunAmerica	0	127,861	Abstain

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

3. To elect two class III directors to our board of directors, to serve until the 2029 annual meeting of stockholders and until their successor has been duly elected and qualified, or until such director's earlier death, resignation or removal: Douglas S. Ingram

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-06-09.

Combines 4 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%WITHHELD 18%

FOR: 120,859,999WITHHELD: 26,195,825

Relay Therapeutics, Inc.’s own tally for this item (“Elect Director: Douglas S. Ingram”): 120,859,999 for, 26,195,825 withheld, per its Form 8-K filed 2026-06-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 191,586,165 outstanding shares: 63% for, 14% withheld (77% of the company cast a for/withheld vote).

The 65 asset managers below cast 100% of the shares they voted on this item FOR (29,968,690 for, 0 against).

FOR 86%ABSTAIN 14%

FOR: 29,968,690 (85.6%)ABSTAIN: 5,060,291 (14.4%)

Largest asset managers voting on “To elect two class III directors to our board of directors, to serve until the 2029 annual meeting of stockhol” at Relay Therapeutics, Inc., 2025-2026
Asset manager	For	Abstain	Vote
Vanguard	9,166,206	11,323	For
Fidelity	7,053,454	0	For
BlackRock	4,410,273	0	For
State Street	2,930,845	20,397	For
T. Rowe Price	1,854,779	0	For
Charles Schwab	1,113,273	0	For
First Trust	0	968,375	Abstain
Dimensional	0	921,907	Abstain
HARBOR FUNDS	0	741,800	Abstain
FRANKLIN STRATEGIC SERIES	553,080	0	For
Goldman Sachs	480,070	27,600	For
Northern Trust	0	470,846	Abstain
American Century	0	423,648	Abstain
Jackson National	382,228	34,052	For
Equitable	231,958	152,247	For
JPMorgan	299,076	0	For
TIAA	276,566	0	For
Lincoln Financial	116,501	56,411	For
Tema ETF Trust	160,035	0	For
SEI	149,542	0	For
AllianceBernstein	0	146,946	Abstain
ALPS ETF Trust	0	144,940	Abstain
Brighthouse	76,144	59,697	For
AB DISCOVERY GROWTH FUND, INC.	0	132,773	Abstain
AIG/SunAmerica	0	127,861	Abstain

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

4. To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our common stock from 300,000,000 to 450,000,000; and

CAPITAL STRUCTUREMajority of the votes cast: yes

Meeting held 2026-06-09.

Combines 3 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 170,323,683AGAINST: 909,020

Relay Therapeutics, Inc.’s own tally for this item (“Proposal 4. Approval of amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended .”): 170,323,683 for, 909,020 against, per its Form 8-K filed 2026-06-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 191,586,165 outstanding shares: 89% for, 0.5% against (89% of the company cast a for/against vote).

The 65 asset managers below cast 99.9% of the shares they voted on this item FOR (35,013,196 for, 15,786 against).

FOR 99.9%

FOR: 35,013,196 (100.0%)AGAINST: 15,786 (0.0%)

Largest asset managers voting on “To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to increa” at Relay Therapeutics, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	9,177,529	1	For
Fidelity	7,053,454	0	For
BlackRock	4,410,273	0	For
State Street	2,951,242	0	For
T. Rowe Price	1,854,779	0	For
Charles Schwab	1,113,273	0	For
First Trust	968,375	0	For
Dimensional	921,907	0	For
HARBOR FUNDS	741,800	0	For
FRANKLIN STRATEGIC SERIES	553,080	0	For
Goldman Sachs	507,670	0	For
Northern Trust	470,846	0	For
American Century	423,648	0	For
Jackson National	416,280	0	For
Equitable	384,205	0	For
JPMorgan	299,076	0	For
TIAA	276,566	0	For
Lincoln Financial	172,912	0	For
Tema ETF Trust	160,035	0	For
SEI	149,542	0	For
AllianceBernstein	146,946	0	For
ALPS ETF Trust	144,940	0	For
Brighthouse	126,856	8,985	For
AB DISCOVERY GROWTH FUND, INC.	132,773	0	For
AIG/SunAmerica	127,861	0	For

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

5. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2026-06-09.

Combines 2 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 171,030,133AGAINST: 204,449

Relay Therapeutics, Inc.’s own tally for this item (“Proposal 3. Ratification of appointment of independent registered public accounting firm.”): 171,030,133 for, 204,449 against, per its Form 8-K filed 2026-06-09 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 191,586,165 outstanding shares: 89% for, 0.2% against (89% of the company cast a for/against vote).

The 65 asset managers below cast 99.9% of the shares they voted on this item FOR (35,019,881 for, 116 against).

FOR 99.9%

FOR: 35,019,881 (100.0%)AGAINST: 116 (0.0%)ABSTAIN: 8,985 (0.0%)

Largest asset managers voting on “To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fi” at Relay Therapeutics, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	9,177,530	0	0	For
Fidelity	7,053,454	0	0	For
BlackRock	4,410,273	0	0	For
State Street	2,951,126	116	0	For
T. Rowe Price	1,854,779	0	0	For
Charles Schwab	1,113,273	0	0	For
First Trust	968,375	0	0	For
Dimensional	921,907	0	0	For
HARBOR FUNDS	741,800	0	0	For
FRANKLIN STRATEGIC SERIES	553,080	0	0	For
Goldman Sachs	507,670	0	0	For
Northern Trust	470,846	0	0	For
American Century	423,648	0	0	For
Jackson National	416,280	0	0	For
Equitable	384,205	0	0	For
JPMorgan	299,076	0	0	For
TIAA	276,566	0	0	For
Lincoln Financial	172,912	0	0	For
Tema ETF Trust	160,035	0	0	For
SEI	149,542	0	0	For
AllianceBernstein	146,946	0	0	For
ALPS ETF Trust	144,940	0	0	For
Brighthouse	126,856	0	8,985	For
AB DISCOVERY GROWTH FUND, INC.	132,773	0	0	For
AIG/SunAmerica	127,861	0	0	For

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

6. To consider and act upon an advisory vote on the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-06 (outside the 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

56% Majority: yes · of votes cast

FOR 56%AGAINST 44%

FOR: 69,745,321AGAINST: 53,852,178

Relay Therapeutics, Inc.’s own tally for this item (“Proposal 2. Non-binding advisory vote on executive compensation.”): 69,745,321 for, 53,852,178 against, per its Form 8-K filed 2025-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 191,586,165 outstanding shares: 36% for, 28% against (65% of the company cast a for/against vote).

The 2 asset managers below cast 17% of the shares they voted on this item FOR (900 for, 4,442 against).

FOR 17%AGAINST 83%

FOR: 900 (16.8%)AGAINST: 4,442 (83.2%)

Largest asset managers voting on “To consider and act upon an advisory vote on the compensation of our named executive officers.” at Relay Therapeutics, Inc., 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
GLENMEDE FUND INC	0	4,442	0	0	Against
Slow Capital, Inc.	900	0	0	0	For

Largest Relay Therapeutics, Inc. shareholders voting in 2025-2026

Ranked by the number of Relay Therapeutics, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 191,586,165 shares outstanding at the time of that meeting.

Top Relay Therapeutics, Inc. shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	SB INVESTMENT ADVISERS (UK) LTD	14.57%
2	Commodore Capital LP	8.35%
3	Fidelity	6.48%
4	Vanguard	5.37%
5	Casdin Capital, LLC	5.12%
6	PERCEPTIVE ADVISORS LLC	4.05%
7	BlackRock	3.84%
8	State Street	2.95%
9	T. Rowe Price	2.39%
10	GEODE CAPITAL MANAGEMENT, LLC	1.83%

Reported Relay Therapeutics, Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Relay Therapeutics, Inc. beneficial owners on record for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
CASDIN CAPITAL, LLC	6.79%	13G
BlackRock	6.77%	13F
Vanguard Group	5.06%	13F
State Street	3.25%	13F
FMR (Fidelity)	1.93%	13F
Geode Capital	1.83%	13F
Dimensional Fund Advisors	1.53%	13F
Goldman Sachs	1.33%	13F
Morgan Stanley	1.05%	13F
T. Rowe Price	1.00%	13F

Percentages above are of 191,586,165 shares outstanding, as reported by Relay Therapeutics, Inc. on its Form 10-Q dated 2026-05-01 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Relay Therapeutics, Inc.’s 10-Q dated 2026-05-01. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At Relay Therapeutics, Inc.'s shareholder meeting held 2026-06-09, in the 2025-2026 proxy season, 227 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 1,393 separate fund positions. On the most widely held item on that ballot — To consider and act upon an advisory vote on the compensation of our named executive officers; — FOR was 98% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Relay Therapeutics, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-06-09.

Relay Therapeutics, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).