Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 27, 2022, Relay Therapeutics, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company's common stock from 150,000,000 shares to 300,000,000 shares. The increase in the number of authorized shares was approved by the holders of a majority of the outstanding shares of common stock of the Company at its annual meeting, as described in Item 5.07 below.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 27, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") to consider and vote on the five proposals set forth below, each of which is described in detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2022. The final voting results are set forth below.

Proposal 1. Election of directors.

The Company's stockholders elected each of the following individuals to serve as class II directors for a three-year term ending at the Company's 2025 annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation or removal, with the votes cast as follows:



        Name             Votes For      Votes Withheld   Broker Non-Votes
Alexis Borisy           56,616,663.04    35,194,356.10     6,592,067.00
Mark Murcko, Ph.D.      78,595,708.04    13,215,311.10     6,592,067.00
Laura Shawver, Ph.D.    60,543,706.04    31,267,313.10     6,592,067.00

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

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:



  Votes For     Votes Against      Abstain      Broker Non-Votes
83,645,401.04    3,551,366.10    4,614,252.00     6,592,067.00

Proposal 3. Non-binding advisory vote on the frequency of future non-binding advisory votes on executive compensation.

The Company's stockholders approved, on a non-binding, advisory basis, to set the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers, to every one year, with the votes cast as follows:



   One Year      Two Years   Three Years      Abstain      Broker Non-Votes
 86,491,256.04    9,024.00    77,927.10     5,232,812.00     6,592,067.00

Proposal 4. Approval of amendment to the Company's Fourth Amended and Restated Certificate of Incorporation.

The Company's stockholders approved an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares, with the votes cast as follows:



  Votes For     Votes Against      Abstain      Broker Non-Votes
93,032,987.04     758,293.10     4,611,806.00         0.00

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

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, 2022, with the votes cast as follows:

Votes For Votes Against Abstain Broker Non-Votes

93,772,475.04 15,739.10 4,614,872.00 0.00

No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting. --------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

3.1              Certificate of Amendment of Fourth Amended and Restated
               Certificate of Incorporation of Relay Therapeutics, Inc., filed
               with the Secretary of State of the State of Delaware on May 27,
               2022.
104            Cover Page Interactive Data File (embedded within Inline XBRL
               document).

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