Relay Therapeutics, Inc. 10-Q

Item 5. Other Information As previously reported in our Current Report on Form 8-K filed with the SEC on May 27, 2022, in a non-binding advisory vote held at the 2022 Annual Meeting of Stockholders on the frequency of future say-on-pay votes regarding the compensation of our named executive officers, our stockholders expressed their preference for a say-on-pay vote to be conducted every one year. After taking into consideration the voting results and the prior recommendation of our board of directors in favor of an annual stockholder advisory vote on the compensation of our named executive officers, our board of directors intends to hold future advisory votes on the compensation of our named executive officers every year. Our board of directors will re-evaluate this determination after the next stockholder advisory vote on the frequency of say-on-pay votes (which will be at the 2028 Annual Meeting of Stockholders, unless presented earlier). 67 Item 6. E xhibits. Exhibit Number Description 3.1 Fourth Amended and Restated Certificate of Incorporation of Relay Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-39385) filed on July 21, 2020). 3.2 Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of Relay Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-39385) filed on May 27, 2022). 3.3 Amended and Restated Bylaws of Relay Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-39385) filed on July 21, 2020). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) * Filed herewith. ** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. 68 SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RELAY THERAPEUTICS, INC. Date: August 4, 2022 By: /S/ SANJIV K. PATEL Sanjiv K. Patel, M.D. President and Chief Executive Officer (Principal Executive Officer) Date: August 4, 2022 By: /S/ THOMAS CATINAZZO Thomas Catinazzo Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) 69