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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 June 9, 2026 (Item 5.07 on EDGAR). Page generated November 1, 2026.

  • 5Ballot items
  • 226Asset managers
  • 1,404Fund votes
  • June 9, 2026Meeting date

Results at a glance

Meeting of June 9, 2026: 5 items on Relay Therapeutics, Inc.’s Form 8-K, filed June 9, 2026: 2 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

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 June 9, 2026 (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 June 9, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Douglas S. Ingram 120,859,999---- 26,195,82524,200,700 82%Elected—
Elect Director: Claire Mazumdar, Ph.D. 122,859,060---- 24,196,76424,200,700 84%Elected—
2. Non-binding advisory vote on executive compensation 143,849,9193,154,11851,787 --24,200,700 98%Approved—
3. Ratification of appointment of independent registered public accounting firm 171,030,133204,44921,942 --0 99.8%Approved—
4. Approval of amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended 170,323,683909,02023,821 --0 99.4%Approved—

Source: Relay Therapeutics, Inc., Form 8-K, filed with the SEC on June 9, 2026 — read the filing on EDGAR.

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

Each item below shows how the 226 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. Elect Director: Claire Mazumdar, Ph.D.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%WITHHELD
FOR: 122,859,060WITHHELD: 24,196,764
Details: description as filed, official tally, votes by 66 asset managers

Description as filed by funds: 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.

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 June 9, 2026 (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.

Reported outcome: Elected, in the filing’s own words: “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, resignat…”
Support: 84% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 30,448,767 for, 4,594,664 withheld, 64 abstained.

FOR
FOR: 30,448,767ABSTAIN: 64WITHHOLD: 4,594,664
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 managerForAgainst AbstainWithheldVote
Vanguard9,171,6190 645,847For
Fidelity7,053,4540 00For
BlackRock4,410,2730 00For
State Street2,934,6630 016,579For
T. Rowe Price1,854,7790 00For
Charles Schwab1,113,2730 00For
First Trust00 0968,375Withhold
Dimensional00 0921,907Withhold
HARBOR FUNDS00 0741,800Withhold
FRANKLIN STRATEGIC SERIES553,0800 00For
Goldman Sachs480,0700 027,600Mixed
Northern Trust470,8460 00For
American Century00 0423,648Withhold
Jackson National382,2280 034,052Mixed
Equitable231,9580 0152,247Mixed
JPMorgan299,0760 00For
TIAA276,5660 00For
Lincoln Financial116,5010 056,411Mixed
Tema ETF Trust160,0350 00For
SEI149,5420 00For
AllianceBernstein00 0146,946Withhold
ALPS ETF Trust00 0144,940Withhold
Brighthouse76,1440 059,697Mixed
AB DISCOVERY GROWTH FUND, INC.00 0132,773Withhold
AIG/SunAmerica00 0127,861Withhold

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

2. Elect Director: Douglas S. Ingram

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%WITHHELD
FOR: 120,859,999WITHHELD: 26,195,825
Details: description as filed, official tally, votes by 66 asset managers

Description as filed by funds: 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

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 June 9, 2026 (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.

Reported outcome: Elected, in the filing’s own words: “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, resignat…”
Support: 82% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 29,968,690 for, 5,074,739 withheld, 65 abstained.

FORWITHHOLD
FOR: 29,968,690ABSTAIN: 65WITHHOLD: 5,074,739
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 managerForAgainst AbstainWithheldVote
Vanguard9,166,2060 6511,258For
Fidelity7,053,4540 00For
BlackRock4,410,2730 00For
State Street2,930,8450 020,397For
T. Rowe Price1,854,7790 00For
Charles Schwab1,113,2730 00For
First Trust00 0968,375Withhold
Dimensional00 0921,907Withhold
HARBOR FUNDS00 0741,800Withhold
FRANKLIN STRATEGIC SERIES553,0800 00For
Goldman Sachs480,0700 027,600Mixed
Northern Trust00 0470,846Withhold
American Century00 0423,648Withhold
Jackson National382,2280 034,052Mixed
Equitable231,9580 0152,247Mixed
JPMorgan299,0760 00For
TIAA276,5660 00For
Lincoln Financial116,5010 056,411Mixed
Tema ETF Trust160,0350 00For
SEI149,5420 00For
AllianceBernstein00 0146,946Withhold
ALPS ETF Trust00 0144,940Withhold
Brighthouse76,1440 059,697Mixed
AB DISCOVERY GROWTH FUND, INC.00 0132,773Withhold
AIG/SunAmerica00 0127,861Withhold

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

3. 4. Approval of amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.4% Approved · of votes cast

FOR 99.4%
FOR: 170,323,683AGAINST: 909,020
Details: description as filed, official tally, votes by 66 asset managers

Description as filed by funds: 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

Relay Therapeutics, Inc.’s own tally for this item (“4. Approval of amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended”): 170,323,683 for, 909,020 against — passed, per its Form 8-K filed June 9, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 35,027,709 for, 15,786 against.

FOR
FOR: 35,027,709AGAINST: 15,786
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 managerForAgainst AbstainWithheldVote
Vanguard9,177,5291 00For
Fidelity7,053,4540 00For
BlackRock4,410,2730 00For
State Street2,951,2420 00For
T. Rowe Price1,854,7790 00For
Charles Schwab1,113,2730 00For
First Trust968,3750 00For
Dimensional921,9070 00For
HARBOR FUNDS741,8000 00For
FRANKLIN STRATEGIC SERIES553,0800 00For
Goldman Sachs507,6700 00For
Northern Trust470,8460 00For
American Century423,6480 00For
Jackson National416,2800 00For
Equitable384,2050 00For
JPMorgan299,0760 00For
TIAA276,5660 00For
Lincoln Financial172,9120 00For
Tema ETF Trust160,0350 00For
SEI149,5420 00For
AllianceBernstein146,9460 00For
ALPS ETF Trust144,9400 00For
Brighthouse126,8568,985 00Mixed
AB DISCOVERY GROWTH FUND, INC.132,7730 00For
AIG/SunAmerica127,8610 00For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

4. 2. Non-binding advisory vote on executive compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 143,849,919AGAINST: 3,154,118
Details: description as filed, official tally, votes by 226 asset managers

Description as filed by funds: To consider and act upon an advisory vote on the compensation of our named executive officers;

Relay Therapeutics, Inc.’s own tally for this item (“2. Non-binding advisory vote on executive compensation”): 143,849,919 for, 3,154,118 against — passed, per its Form 8-K filed June 9, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 65 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 managerForAgainst AbstainWithheldVote
Vanguard9,177,5273 00For
Fidelity7,053,4540 00For
BlackRock4,410,2730 00For
State Street2,950,2011,041 00For
T. Rowe Price1,854,7790 00For
Charles Schwab1,113,2730 00For
First Trust968,3750 00For
Dimensional921,9070 00For
HARBOR FUNDS741,8000 00For
FRANKLIN STRATEGIC SERIES553,0800 00For
Goldman Sachs507,6700 00For
Northern Trust0470,846 00Against
American Century0423,648 00Against
Jackson National416,2800 00For
Equitable384,2050 00For
JPMorgan299,0760 00For
TIAA276,5660 00For
Lincoln Financial172,9120 00For
Tema ETF Trust160,0350 00For
SEI149,5420 00For
AllianceBernstein146,9460 00For
ALPS ETF Trust144,9400 00For
Brighthouse126,8560 8,9850Mixed
AB DISCOVERY GROWTH FUND, INC.132,7730 00For
AIG/SunAmerica127,8610 00For

Fund voting reports, all 65 managers: 34,121,388 for, 912,712 against, 8,985 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 179 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 managerForAgainst AbstainWithheldVote
SB INVESTMENT ADVISERS (UK) LTD27,904,9630 00For
Commodore Capital LP16,000,0000 00For
Casdin Capital, LLC9,807,8830 00For
PERCEPTIVE ADVISORS LLC7,756,5040 00For
State Street5,731,7827,178 00For
Fidelity5,358,5030 00For
GEODE CAPITAL MANAGEMENT, LLC3,508,3280 00For
BlackRock2,875,11271,124 00For
ADAGE CAPITAL PARTNERS GP, L.L.C.2,940,0000 00For
T. Rowe Price2,721,2610 00For
MPM BioImpact LLC2,184,7440 00For
GV Management Company, L.L.C.1,564,1730 00For
WESTFIELD CAPITAL MANAGEMENT CO LP1,342,9697,555 00For
Charles Schwab1,116,0590 00For
Vanguard1,107,0810 00For
Foresite Capital Management IV, LLC1,000,0000 00For
FRANKLIN ADVISERS INC953,9470 00For
AQR903,9930 00For
Northern Trust36,065850,317 00Against
BALYASNY ASSET MANAGEMENT L.P.812,1940 00For
Two Sigma781,4600 00For
EcoR1 Capital, LLC697,9480 00For
Woodline Partners LP638,8080 00For
AllianceBernstein636,2700 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP535,09267,134 00Mixed

Institutional-manager reports, all 179 managers: 110,180,388 for, 2,302,722 against, 525,073 withheld, 68 abstained, 3,556 not voted. Showing the 25 largest; see all in the interactive database.

5. 3. Ratification of appointment of independent registered public accounting firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 171,030,133AGAINST: 204,449
Details: description as filed, official tally, votes by 66 asset managers

Description as filed by funds: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

Relay Therapeutics, Inc.’s own tally for this item (“3. Ratification of appointment of independent registered public accounting firm”): 171,030,133 for, 204,449 against — passed, per its Form 8-K filed June 9, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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:”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 66 asset managers below reported 35,034,394 for, 116 against, 8,985 abstained.

FOR
FOR: 35,034,394AGAINST: 116ABSTAIN: 8,985
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 managerForAgainst AbstainWithheldVote
Vanguard9,177,5300 00For
Fidelity7,053,4540 00For
BlackRock4,410,2730 00For
State Street2,951,126116 00For
T. Rowe Price1,854,7790 00For
Charles Schwab1,113,2730 00For
First Trust968,3750 00For
Dimensional921,9070 00For
HARBOR FUNDS741,8000 00For
FRANKLIN STRATEGIC SERIES553,0800 00For
Goldman Sachs507,6700 00For
Northern Trust470,8460 00For
American Century423,6480 00For
Jackson National416,2800 00For
Equitable384,2050 00For
JPMorgan299,0760 00For
TIAA276,5660 00For
Lincoln Financial172,9120 00For
Tema ETF Trust160,0350 00For
SEI149,5420 00For
AllianceBernstein146,9460 00For
ALPS ETF Trust144,9400 00For
Brighthouse126,8560 8,9850Mixed
AB DISCOVERY GROWTH FUND, INC.132,7730 00For
AIG/SunAmerica127,8610 00For

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

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

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 191,586,165 shares outstanding at the time of that meeting.

Fund voting reports: top Relay Therapeutics, Inc. shareholders by shares voted on “To consider and act upon an advisory vote on the compensation of our named executive officers;”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 4.79%
2Fidelity 3.68%
3BlackRock 2.30%
4State Street 1.54%
5T. Rowe Price 0.97%
6Charles Schwab 0.58%
7First Trust 0.51%
8Dimensional 0.48%
9HARBOR FUNDS 0.39%
10FRANKLIN STRATEGIC SERIES 0.29%
Institutional-manager reports: top Relay Therapeutics, Inc. shareholders by shares voted on “To consider and act upon an advisory vote on the compensation of our named executive officers;”, 2025-2026
#Asset manager % of shares outstanding
1SB INVESTMENT ADVISERS (UK) LTD 14.57%
2Commodore Capital LP 8.35%
3Casdin Capital, LLC 5.12%
4PERCEPTIVE ADVISORS LLC 4.05%
5State Street 3.00%
6Fidelity 2.80%
7GEODE CAPITAL MANAGEMENT, LLC 1.83%
8BlackRock 1.54%
9ADAGE CAPITAL PARTNERS GP, L.L.C. 1.53%
10T. Rowe Price 1.42%

Reported Relay Therapeutics, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Relay Therapeutics, Inc. holdings and ownership disclosed 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 May 1, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 May 1, 2026. This page is a static snapshot rebuilt weekly on November 1, 2026; a live search always shows the current data.

At Relay Therapeutics, Inc.'s shareholder meeting held June 9, 2026, in the 2025-2026 proxy season, 226 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,404 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; — Relay Therapeutics, Inc.'s filing reports the proposal as approved, with 98% support 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). Source: Relay Therapeutics, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 9, 2026.

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

Download data (CSV): ballot items · votes by manager · column guide.