Relay Therapeutics, Inc. Announces Second Amended and Restated Bylaws

Key Points in the Report

• On March 6, 2026, the Board of Directors of Relay Therapeutics, Inc. approved a substantial amendment and restatement of the Company’s bylaws, effective immediately.
• The new bylaws are titled “Second Amended and Restated Bylaws of Relay Therapeutics, Inc.”
• The amended bylaws are filed as Exhibit 3.1 to the Form 8-K and are incorporated by reference.

Details of the Bylaw Amendments

The Second Amended and Restated Bylaws introduce several important provisions regarding the governance of Relay Therapeutics, Inc., which are critical for shareholders and may have implications for the company’s stock price. Below are the most notable changes and their potential impact:

1. Stockholder Nomination and Proposal Procedures

• The bylaws establish exclusive procedures for shareholders to nominate directors or propose other business at the Annual Meeting. The only way for shareholders to bring nominations or other business before an Annual Meeting (outside Rule 14a-8 proposals) is to comply with the notice and procedural requirements outlined in Article I, Section 2(a)(2) and (3).
• Shareholder proposals must be a proper subject for action under Delaware law, and shareholders must provide “Timely Notice” and detailed information regarding nominees, business proposals, ownership, and any related agreements.
• Updates and supplements to notices are required to ensure accuracy as of the record date and 10 business days before the Annual Meeting.
• The Board or a designated committee has the power to determine whether a proposal or nomination was properly submitted. Improperly submitted proposals/nominees will be disregarded and not considered at the meeting.
• Notably, a supermajority (two-thirds) of outstanding shares is required to amend or repeal these procedures unless the Board recommends the change, in which case a simple majority is sufficient.

2. Special Meetings and Notice Provisions

• Special meetings may only be called by the Board of Directors (or holders of preferred stock under certain circumstances). Shareholder proposals and nominations are not permissible at special meetings unless specified in the notice.
• The Board retains the right to postpone or reschedule any previously scheduled meeting, and public announcement of such changes does not restart the period for shareholder notice.

3. Shareholder List and Record Date

• A complete list of stockholders entitled to vote will be prepared and made available 10 days prior to every annual or special meeting and during the meeting itself.
• The corporation is entitled to treat the record holder as the owner of shares for all purposes, including voting and dividends, regardless of any transfer or pledge, until the shares are officially transferred on the books.
• Record dates for meetings and dividends will be set by the Board.

4. Indemnification Provisions

• The amended bylaws provide detailed indemnification rights for directors, officers, and employees, including advancement of expenses and definitions of who is covered.
• The burden of proof for denying advancement of expenses rests with the corporation.

5. Notice, Waivers, and Fiscal Year

• Electronic notice is permitted. Waivers of notice can be executed in writing or electronically.
• The fiscal year of Relay Therapeutics will be determined by the Board of Directors.

Important Information for Shareholders

• Governance Impact: The amendments significantly reshape how shareholders can influence corporate governance. The exclusive procedures and supermajority requirements for amendment could make it more difficult for activist investors or minority shareholders to propose changes or nominate directors.
• Price Sensitivity: These changes may be perceived as defensive measures against shareholder activism, potentially affecting the valuation and attractiveness of Relay Therapeutics’ stock to certain investors. Enhanced indemnification and Board control over meetings further centralize power with management and the Board.
• Transparency: The requirement for detailed disclosures and timely updates by shareholders seeking to nominate directors or propose business increases transparency but also raises the bar for shareholder engagement.

Trading Information

• Relay Therapeutics, Inc. common stock trades under the symbol RLAY on the Nasdaq Global Market.

Conclusion

The Second Amended and Restated Bylaws adopted by Relay Therapeutics, Inc. represent a significant update to the company’s governance framework. These changes are likely to affect shareholder rights and could be seen as strengthening management’s position relative to shareholders. Investors should review the full text of the bylaws and consider the potential implications for corporate control, shareholder activism, and overall governance.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review official SEC filings and consult financial professionals before making investment decisions related to Relay Therapeutics, Inc.

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