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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.
Meeting of June 9, 2026: 5 items on Relay Therapeutics, Inc.’s Form 8-K, filed June 9, 2026: 2 elected · 3 approved.
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
Explore Relay Therapeutics, Inc. in the interactive database Compare manager voting policies
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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Douglas S. Ingram | 120,859,999 | -- | -- | 26,195,825 | 24,200,700 | 82% | Elected | — |
| Elect Director: Claire Mazumdar, Ph.D. | 122,859,060 | -- | -- | 24,196,764 | 24,200,700 | 84% | Elected | — |
| 2. Non-binding advisory vote on executive compensation | 143,849,919 | 3,154,118 | 51,787 | -- | 24,200,700 | 98% | Approved | — |
| 3. Ratification of appointment of independent registered public accounting firm | 171,030,133 | 204,449 | 21,942 | -- | 0 | 99.8% | Approved | — |
| 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 | 99.4% | Approved | — |
Source: Relay Therapeutics, Inc., Form 8-K, filed with the SEC on June 9, 2026 — read the filing on EDGAR.
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.
Combines 4 wordings of this item as funds reported it.
84% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,171,619 | 0 | 64 | 5,847 | For |
| Fidelity | 7,053,454 | 0 | 0 | 0 | For |
| BlackRock | 4,410,273 | 0 | 0 | 0 | For |
| State Street | 2,934,663 | 0 | 0 | 16,579 | For |
| T. Rowe Price | 1,854,779 | 0 | 0 | 0 | For |
| Charles Schwab | 1,113,273 | 0 | 0 | 0 | For |
| First Trust | 0 | 0 | 0 | 968,375 | Withhold |
| Dimensional | 0 | 0 | 0 | 921,907 | Withhold |
| HARBOR FUNDS | 0 | 0 | 0 | 741,800 | Withhold |
| FRANKLIN STRATEGIC SERIES | 553,080 | 0 | 0 | 0 | For |
| Goldman Sachs | 480,070 | 0 | 0 | 27,600 | Mixed |
| Northern Trust | 470,846 | 0 | 0 | 0 | For |
| American Century | 0 | 0 | 0 | 423,648 | Withhold |
| Jackson National | 382,228 | 0 | 0 | 34,052 | Mixed |
| Equitable | 231,958 | 0 | 0 | 152,247 | Mixed |
| JPMorgan | 299,076 | 0 | 0 | 0 | For |
| TIAA | 276,566 | 0 | 0 | 0 | For |
| Lincoln Financial | 116,501 | 0 | 0 | 56,411 | Mixed |
| Tema ETF Trust | 160,035 | 0 | 0 | 0 | For |
| SEI | 149,542 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 0 | 0 | 146,946 | Withhold |
| ALPS ETF Trust | 0 | 0 | 0 | 144,940 | Withhold |
| Brighthouse | 76,144 | 0 | 0 | 59,697 | Mixed |
| AB DISCOVERY GROWTH FUND, INC. | 0 | 0 | 0 | 132,773 | Withhold |
| AIG/SunAmerica | 0 | 0 | 0 | 127,861 | Withhold |
Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.
Combines 4 wordings of this item as funds reported it.
82% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,166,206 | 0 | 65 | 11,258 | For |
| Fidelity | 7,053,454 | 0 | 0 | 0 | For |
| BlackRock | 4,410,273 | 0 | 0 | 0 | For |
| State Street | 2,930,845 | 0 | 0 | 20,397 | For |
| T. Rowe Price | 1,854,779 | 0 | 0 | 0 | For |
| Charles Schwab | 1,113,273 | 0 | 0 | 0 | For |
| First Trust | 0 | 0 | 0 | 968,375 | Withhold |
| Dimensional | 0 | 0 | 0 | 921,907 | Withhold |
| HARBOR FUNDS | 0 | 0 | 0 | 741,800 | Withhold |
| FRANKLIN STRATEGIC SERIES | 553,080 | 0 | 0 | 0 | For |
| Goldman Sachs | 480,070 | 0 | 0 | 27,600 | Mixed |
| Northern Trust | 0 | 0 | 0 | 470,846 | Withhold |
| American Century | 0 | 0 | 0 | 423,648 | Withhold |
| Jackson National | 382,228 | 0 | 0 | 34,052 | Mixed |
| Equitable | 231,958 | 0 | 0 | 152,247 | Mixed |
| JPMorgan | 299,076 | 0 | 0 | 0 | For |
| TIAA | 276,566 | 0 | 0 | 0 | For |
| Lincoln Financial | 116,501 | 0 | 0 | 56,411 | Mixed |
| Tema ETF Trust | 160,035 | 0 | 0 | 0 | For |
| SEI | 149,542 | 0 | 0 | 0 | For |
| AllianceBernstein | 0 | 0 | 0 | 146,946 | Withhold |
| ALPS ETF Trust | 0 | 0 | 0 | 144,940 | Withhold |
| Brighthouse | 76,144 | 0 | 0 | 59,697 | Mixed |
| AB DISCOVERY GROWTH FUND, INC. | 0 | 0 | 0 | 132,773 | Withhold |
| AIG/SunAmerica | 0 | 0 | 0 | 127,861 | Withhold |
Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.
Combines 3 wordings of this item as funds reported it.
99.4% Approved · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,177,529 | 1 | 0 | 0 | For |
| Fidelity | 7,053,454 | 0 | 0 | 0 | For |
| BlackRock | 4,410,273 | 0 | 0 | 0 | For |
| State Street | 2,951,242 | 0 | 0 | 0 | For |
| T. Rowe Price | 1,854,779 | 0 | 0 | 0 | For |
| Charles Schwab | 1,113,273 | 0 | 0 | 0 | For |
| First Trust | 968,375 | 0 | 0 | 0 | For |
| Dimensional | 921,907 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 741,800 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 553,080 | 0 | 0 | 0 | For |
| Goldman Sachs | 507,670 | 0 | 0 | 0 | For |
| Northern Trust | 470,846 | 0 | 0 | 0 | For |
| American Century | 423,648 | 0 | 0 | 0 | For |
| Jackson National | 416,280 | 0 | 0 | 0 | For |
| Equitable | 384,205 | 0 | 0 | 0 | For |
| JPMorgan | 299,076 | 0 | 0 | 0 | For |
| TIAA | 276,566 | 0 | 0 | 0 | For |
| Lincoln Financial | 172,912 | 0 | 0 | 0 | For |
| Tema ETF Trust | 160,035 | 0 | 0 | 0 | For |
| SEI | 149,542 | 0 | 0 | 0 | For |
| AllianceBernstein | 146,946 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 144,940 | 0 | 0 | 0 | For |
| Brighthouse | 126,856 | 8,985 | 0 | 0 | Mixed |
| AB DISCOVERY GROWTH FUND, INC. | 132,773 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 127,861 | 0 | 0 | 0 | For |
Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.
Combines 4 wordings of this item as funds reported it.
98% Approved · of votes cast
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,177,527 | 3 | 0 | 0 | For |
| Fidelity | 7,053,454 | 0 | 0 | 0 | For |
| BlackRock | 4,410,273 | 0 | 0 | 0 | For |
| State Street | 2,950,201 | 1,041 | 0 | 0 | For |
| T. Rowe Price | 1,854,779 | 0 | 0 | 0 | For |
| Charles Schwab | 1,113,273 | 0 | 0 | 0 | For |
| First Trust | 968,375 | 0 | 0 | 0 | For |
| Dimensional | 921,907 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 741,800 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 553,080 | 0 | 0 | 0 | For |
| Goldman Sachs | 507,670 | 0 | 0 | 0 | For |
| Northern Trust | 0 | 470,846 | 0 | 0 | Against |
| American Century | 0 | 423,648 | 0 | 0 | Against |
| Jackson National | 416,280 | 0 | 0 | 0 | For |
| Equitable | 384,205 | 0 | 0 | 0 | For |
| JPMorgan | 299,076 | 0 | 0 | 0 | For |
| TIAA | 276,566 | 0 | 0 | 0 | For |
| Lincoln Financial | 172,912 | 0 | 0 | 0 | For |
| Tema ETF Trust | 160,035 | 0 | 0 | 0 | For |
| SEI | 149,542 | 0 | 0 | 0 | For |
| AllianceBernstein | 146,946 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 144,940 | 0 | 0 | 0 | For |
| Brighthouse | 126,856 | 0 | 8,985 | 0 | Mixed |
| AB DISCOVERY GROWTH FUND, INC. | 132,773 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 127,861 | 0 | 0 | 0 | For |
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| SB INVESTMENT ADVISERS (UK) LTD | 27,904,963 | 0 | 0 | 0 | For |
| Commodore Capital LP | 16,000,000 | 0 | 0 | 0 | For |
| Casdin Capital, LLC | 9,807,883 | 0 | 0 | 0 | For |
| PERCEPTIVE ADVISORS LLC | 7,756,504 | 0 | 0 | 0 | For |
| State Street | 5,731,782 | 7,178 | 0 | 0 | For |
| Fidelity | 5,358,503 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 3,508,328 | 0 | 0 | 0 | For |
| BlackRock | 2,875,112 | 71,124 | 0 | 0 | For |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | 2,940,000 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,721,261 | 0 | 0 | 0 | For |
| MPM BioImpact LLC | 2,184,744 | 0 | 0 | 0 | For |
| GV Management Company, L.L.C. | 1,564,173 | 0 | 0 | 0 | For |
| WESTFIELD CAPITAL MANAGEMENT CO LP | 1,342,969 | 7,555 | 0 | 0 | For |
| Charles Schwab | 1,116,059 | 0 | 0 | 0 | For |
| Vanguard | 1,107,081 | 0 | 0 | 0 | For |
| Foresite Capital Management IV, LLC | 1,000,000 | 0 | 0 | 0 | For |
| FRANKLIN ADVISERS INC | 953,947 | 0 | 0 | 0 | For |
| AQR | 903,993 | 0 | 0 | 0 | For |
| Northern Trust | 36,065 | 850,317 | 0 | 0 | Against |
| BALYASNY ASSET MANAGEMENT L.P. | 812,194 | 0 | 0 | 0 | For |
| Two Sigma | 781,460 | 0 | 0 | 0 | For |
| EcoR1 Capital, LLC | 697,948 | 0 | 0 | 0 | For |
| Woodline Partners LP | 638,808 | 0 | 0 | 0 | For |
| AllianceBernstein | 636,270 | 0 | 0 | 0 | For |
| ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 535,092 | 67,134 | 0 | 0 | Mixed |
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.
Combines 2 wordings of this item as funds reported it.
99.8% Approved · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,177,530 | 0 | 0 | 0 | For |
| Fidelity | 7,053,454 | 0 | 0 | 0 | For |
| BlackRock | 4,410,273 | 0 | 0 | 0 | For |
| State Street | 2,951,126 | 116 | 0 | 0 | For |
| T. Rowe Price | 1,854,779 | 0 | 0 | 0 | For |
| Charles Schwab | 1,113,273 | 0 | 0 | 0 | For |
| First Trust | 968,375 | 0 | 0 | 0 | For |
| Dimensional | 921,907 | 0 | 0 | 0 | For |
| HARBOR FUNDS | 741,800 | 0 | 0 | 0 | For |
| FRANKLIN STRATEGIC SERIES | 553,080 | 0 | 0 | 0 | For |
| Goldman Sachs | 507,670 | 0 | 0 | 0 | For |
| Northern Trust | 470,846 | 0 | 0 | 0 | For |
| American Century | 423,648 | 0 | 0 | 0 | For |
| Jackson National | 416,280 | 0 | 0 | 0 | For |
| Equitable | 384,205 | 0 | 0 | 0 | For |
| JPMorgan | 299,076 | 0 | 0 | 0 | For |
| TIAA | 276,566 | 0 | 0 | 0 | For |
| Lincoln Financial | 172,912 | 0 | 0 | 0 | For |
| Tema ETF Trust | 160,035 | 0 | 0 | 0 | For |
| SEI | 149,542 | 0 | 0 | 0 | For |
| AllianceBernstein | 146,946 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 144,940 | 0 | 0 | 0 | For |
| Brighthouse | 126,856 | 0 | 8,985 | 0 | Mixed |
| AB DISCOVERY GROWTH FUND, INC. | 132,773 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 127,861 | 0 | 0 | 0 | For |
Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.
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.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.79% |
| 2 | Fidelity | 3.68% |
| 3 | BlackRock | 2.30% |
| 4 | State Street | 1.54% |
| 5 | T. Rowe Price | 0.97% |
| 6 | Charles Schwab | 0.58% |
| 7 | First Trust | 0.51% |
| 8 | Dimensional | 0.48% |
| 9 | HARBOR FUNDS | 0.39% |
| 10 | FRANKLIN STRATEGIC SERIES | 0.29% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | SB INVESTMENT ADVISERS (UK) LTD | 14.57% |
| 2 | Commodore Capital LP | 8.35% |
| 3 | Casdin Capital, LLC | 5.12% |
| 4 | PERCEPTIVE ADVISORS LLC | 4.05% |
| 5 | State Street | 3.00% |
| 6 | Fidelity | 2.80% |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.83% |
| 8 | BlackRock | 1.54% |
| 9 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 1.53% |
| 10 | T. Rowe Price | 1.42% |
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.
| 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.
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.