8-K: Relay Therapeutics Stockholders Re-Elect Directors, Approve Executive Pay, and Ratify Auditor at 2025 Annual Meeting

Relay Therapeutics, Inc. announced the results of its 2025 Annual Meeting of Stockholders, where shareholders re-elected two Class II directors, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as its independent auditor.

Summary

• Relay Therapeutics, Inc. held its 2025 Annual Meeting of Stockholders on June 6, 2025.
• Stockholders elected Alexis Borisy and Mark Murcko, Ph.D. to serve as Class II directors for a three-year term ending at the Company's 2028 annual meeting.
• Alexis Borisy received 80,716,409 votes For and 43,000,380 votes Withheld.
• Mark Murcko, Ph.D. received 79,505,170 votes For and 44,211,619 votes Withheld.
• The non-binding advisory vote on executive compensation was approved, with 69,745,321 votes For, 53,852,178 votes Against, and 119,290 Abstain.
• The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified with 142,184,207 votes For, 163,544 votes Against, and 113,516 Abstain.

Sentiment

Score: 6

Explanation: While all management-backed proposals passed, the significant number of 'Withheld' votes for directors and 'Against' votes for executive compensation indicates a notable level of shareholder dissent, preventing a higher score. The auditor ratification, however, received strong support.

Positives

• All three proposals presented at the Annual Meeting, including the election of directors, approval of executive compensation, and ratification of the independent auditor, were successfully passed by stockholders.
• The ratification of Ernst & Young LLP as the independent auditor received overwhelming support, with 142,184,207 votes For and only 163,544 votes Against, indicating strong confidence in the Company's financial oversight.

Negatives

• A significant number of votes were 'Withheld' for the election of both directors (Alexis Borisy: 43,000,380; Mark Murcko, Ph.D.: 44,211,619), indicating a notable level of shareholder dissent or lack of full support.
• The non-binding advisory vote on executive compensation also saw substantial opposition, with 53,852,178 votes 'Against' compared to 69,745,321 votes 'For', suggesting a considerable portion of shareholders are not fully satisfied with current executive pay practices.

Future Outlook

NA

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Directly exercised their voting rights on key corporate governance matters, including board composition, executive compensation, and auditor selection. The significant 'Withheld' and 'Against' votes indicate a segment of shareholders expressing dissatisfaction.
• Management: Received a mandate for the re-elected directors and advisory approval for executive compensation, but also clear signals of dissent from a portion of the shareholder base regarding compensation and potentially board composition.
• Board of Directors: The re-election of directors ensures continuity, but the level of 'Withheld' votes may prompt the board to review shareholder engagement and governance practices.

Next Steps

• The elected Class II directors, Alexis Borisy and Mark Murcko, Ph.D., will serve their three-year terms until the Company's 2028 annual meeting of stockholders.

Key Dates

Recommendation

Keywords

Relay Therapeutics, RLAY, Annual Meeting, Stockholders, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, Proxy Vote, SEC Filing, 8-K