SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

Cytek Biosciences, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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CYTEK BIOSCIENCES, INC.

47215 Lakeview Boulevard

Fremont, California 94538

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 18, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Cytek Biosciences, Inc., a Delaware corporation. The Annual Meeting will be held virtually through a live webcast at www.virtualshareholdermeeting.com/CTKB2025 on Wednesday, June 18, 2025 at 11:00 a.m. Pacific Time. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/CTKB2025 and entering the 16-digit Control Number included in your Notice of Internet Availability, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 10:45 a.m. Pacific Time on June 18, 2025. You will not be able to attend the meeting in person.

The Annual Meeting will be held for the following purposes:

1.	To elect our two Class I director nominees, Richard Chin, M.D. and Deborah Neff, each to serve a three-year term expiring at our 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

2.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers for the year ended December 31, 2024, as set forth in this proxy statement.

3.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

4.	To conduct any other business properly brought before the meeting and any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

The record date for the Annual Meeting is April 21, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. For the 10 days ending the day prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters. To access the list, stockholders should email investors@cytekbio.com. The proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024, are being distributed and made available on or about April 28, 2025.

By Order of the Board of Directors

Valerie Barnett

Corporate Secretary

Fremont, California

April 28, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting

to be Held on Wednesday, June 18, 2025 at 11:00 a.m. Pacific Time.

The proxy statement and annual report to stockholders are available at www.proxyvote.com.

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please vote in advance by proxy over the telephone or the internet as instructed in these materials as promptly as possible to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

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CYTEK BIOSCIENCES, INC.

PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
PROPOSAL 1 ELECTION OF CLASS I DIRECTORS			7
Classified Board			7
Nominees for Election for a Three-Year Term Expiring at our 2028 Annual Meeting			8
Directors Continuing in Office Until our 2026 Annual Meeting			8
Directors Continuing in Office Until our 2027 Annual Meeting			9
Director Whose Term Expires at the Annual Meeting			10
Required Vote			10
Recommendation			10
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			11
Independence of the Board of Directors			11
Board of Directors Leadership Structure			11
Role of the Board of Directors in Risk Oversight			12
Board of Directors Evaluation Process			12
Meetings of the Board of Directors			12
Information Regarding Committees of the Board of Directors			12
Audit Committee			13
Compensation Committee			13
Nominating and Corporate Governance Committee			14
Communications With the Board of Directors			15
Code of Business Conduct and Ethics			15
Corporate Governance Guidelines			16
Insider Trading Policy			16
Prohibition on Hedging, Pledging and Short Sales			16
PROPOSAL 2 NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			17
Compensation Program and Philosophy			17
Required Vote			17
Recommendation			17
PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18
Principal Accountant Fees and Services			18
Pre-Approval Policies and Procedures			18
Required Vote			19
Recommendation			19
REPORT OF THE AUDIT COMMITTEE			20
EXECUTIVE OFFICERS			21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			22

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EXECUTIVE COMPENSATION			24
Compensation Discussion and Analysis			24
Overview			24
Consideration of the 2024 “Say on Pay” Vote			24
Objectives and Principles of Our Executive Compensation Program			24
Role of the Compensation Committee and Executive Officers in Setting Executive Compensation			25
Compensation Committee Processes and Procedures			25
Role of Independent Compensation Consultant			25
Peer Group Companies			26
Scope of 2024 Meridian Peer Survey			26
Elements of Executive Compensation			26
Cash Compensation			27
Long-Term Equity Incentive Awards			29
Grants of Equity Awards to Named Executive Officers in 2024			29
Employment Agreements and Offer Letters			31
Severance Benefit Plan			31
Employee Benefits			32
401(k) Retirement Savings Plan			32
Clawback Policy			32
Tax and Accounting Implications			33
Report of the Compensation Committee			34
Executive Compensation Tables			35
Summary Compensation Table			35
2024 Grants of Plan-Based Awards			36
2024 Option Exercises and Stock Vested			37
Outstanding Equity Awards at December 31, 2024			38
PAYMENTS IN CONNECTION WITH A TERMINATION OR CHANGE IN CONTROL			40
CHIEF EXECUTIVE OFFICER PAY RATIO			41
PAY-VERSUS-PERFORMANCE DISCLOSURE			42
Pay-Versus-Performance Table			42
Financial Performance Measures			44
Analysis of Information Presented in Pay-Versus-Performance Table			44
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information			47
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			48
Equity Compensation Plan Information			48
DIRECTOR COMPENSATION			49
Director Compensation Program			49
Cash Compensation			49
Equity Compensation			49
Other Compensation			50
2024 Director Compensation			50
Director Equity Awards			51
TRANSACTIONS WITH RELATED PERSONS			52
Certain Related Person Transactions			52
Indemnification			52
DELINQUENT SECTION 16(a) REPORTS			52
HOUSEHOLDING OF PROXY MATERIALS			53
OTHER MATTERS			54

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Cytek Biosciences, Inc. (sometimes referred to as the “Company,” “Cytek,” “we,” “us,” or “our”) is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting (the “Annual Meeting”). All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 28, 2025 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card with a second notice ten days after our first mailing of the Notice or thereafter, but you will not receive paper copies of the proxy materials unless you specifically request the materials. Please follow instructions provided in the Notice if you would like to receive paper copies of the proxy materials free of charge.

How do I attend the annual meeting?

The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/CTKB2025. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions at www.virtualshareholdermeeting.com/CTKB2025.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 21, 2025, the record date, or hold a valid proxy for the meeting.

To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/CTKB2025 and enter the 16-digit Control Number found next to the label “Control Number” on your Notice, voting instruction form, or in the email sending you the proxy materials. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

We encourage you to access the Annual Meeting before it begins. Online check-in will start at approximately 10:45 a.m. (Pacific Time) on June 18, 2025. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first come, first served basis.

What if I cannot find my Control Number?

If you cannot locate your Control Number and you are a stockholder of record, you will be able to login as a guest. To view the meeting webcast, visit www.virtualshareholdermeeting.com/CTKB2025 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the meeting.

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.

Will a list of stockholders of record be made available?

For the 10 days ending the day prior to the Annual Meeting, a list of stockholders of record as of the close of business on the record date will be available for examination by any stockholder for a legally valid purpose at our corporate headquarters during regular business hours. To access the list, stockholders should email investors@cytekbio.com.

Where can we get technical assistance?

If you have difficulty accessing the meeting, technicians will be available to help you. A telephone number for technical assistance can be found at www.virtualshareholdermeeting.com/CTKB2025.

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How do we ask questions of management and the Board at the Annual Meeting?

We plan to have a question and answer session at the Annual Meeting and will include as many stockholder questions as the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the Annual Meeting as well as live during the Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.virtualshareholdermeeting.com/CTKB2025 after logging in with your Control Number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/CTKB2025.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 21, 2025 will be entitled to vote at the Annual Meeting. On the record date, there were 127,599,142 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 21, 2025 your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or in advance by proxy. Whether or not you plan to attend the meeting, we urge you to vote in advance by proxy over the telephone or through the internet to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 21, 2025 your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and this Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You may access the meeting at www.virtualshareholdermeeting.com/CTKB2025. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

1.	To elect our two Class I director nominees, Richard Chin, M.D. and Deborah Neff, each to serve a three-year term expiring at our 2028 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal (Proposal 1).

2.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers for the year ended December 31, 2024, as set forth in this proxy statement (Proposal 2).

3.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 3).

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.

How do I vote?

Proposal 1: You may either vote “FOR” all the nominees to the Board or you may “WITHHOLD” your vote for any nominee you specify.

Proposal 2: You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on the proposal regarding the compensation of our named executive officers for the year ended December 31, 2024.

Proposal 3: You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

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Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting or in advance by proxy over the telephone or through the internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote at the meeting even if you have already voted by proxy.

•	To vote prior to the Annual Meeting (until 11:59 p.m. (Eastern Time) on June 17, 2025), you may vote through the internet, by telephone or by completing a proxy card, which will be provided if you request a printed copy of the proxy materials.

•

To vote through the internet prior to the meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and your Control Number, which can be found on the Notice. Your internet vote must be received by 11:59 p.m. (Eastern Time) on June 17, 2025 to be counted.

•	To vote over the telephone, follow the instructions in the Notice or voter instruction form. You will be asked to provide the company number and your Control Number, which can be found on the Notice. Your telephone vote must be received by 11:59 p.m. (Eastern Time) on June 17, 2025 to be counted.

•

If you request printed copies of the proxy materials, a proxy card will be provided. You may vote by mail by completing, signing and dating the proxy card and returning it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•	To vote during the Annual Meeting, follow the instructions at www.virtualshareholdermeeting.com/CTKB2025. You will need to enter the 16-digit Control Number found on the Notice.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a notice containing voting instructions from that organization rather than from Cytek Biosciences, Inc.

•	To vote prior to the Annual Meeting, simply follow the voting instructions in the notice to ensure that your vote is counted.

•	To vote during the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a proxy form.

Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of our common stock you own as of April 21, 2025.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote in advance or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card (or otherwise vote) without marking voting selections, your shares will be voted, as applicable, “FOR” the election of all director nominees, “FOR” approval of the compensation of our named executive officers for the year ended December 31, 2024, and “FOR” ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

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If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the stock exchange rules, brokers, banks and other securities intermediaries that are subject to such stock exchange rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under such stock exchange rules, but not with respect to “non-routine” matters. In this regard, Proposal 3 is considered a “routine” matter under applicable rules and interpretations, meaning that if you do not return voting instructions to your broker, broker, bank or other agent by its deadline, your shares may be voted by your broker in its discretion on Proposal 3. However, Proposals 1 and 2 are considered to be “non-routine” under applicable rules and interpretations and we therefore expect broker non-votes to exist in connection with the proposal.

What are “broker non-votes”?

A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on these matters. These un-voted shares with respect to non-routine matters are counted as “broker non-votes.”

How many votes are needed to approve each proposal? How are votes counted?

The voting requirements and the impact of broker non-votes and abstentions for the proposals to be considered at the Annual Meeting are as follows:

Proposal

Vote Required

“Withhold”

Vote

Effect of

Abstentions

Effect of

Broker

Non-Votes

on Outcome

Proposal 1—Election of Class I Directors

You may vote “FOR” all of the nominees, “WITHHOLD” your vote with respect to all of the nominees or “FOR” all of the nominees except for any of the nominees that you specify.

Plurality of the shares, which means that the two individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected.

No effect

Not applicable

No effect

Proposal 2—Non-Binding Advisory Vote to Approve Executive Compensation

You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on this proposal.

Majority of the shares present (by virtual attendance) or represented by proxy and entitled to vote on the proposal. Since this proposal is an advisory vote, the result will not be binding on our Board. However, our Board values our stockholders’ opinions and will take into account the outcome of the non-binding advisory vote when considering future executive compensation decisions.

Not applicable

Deemed to be votes against the proposal

None

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Proposal

Vote Required

“Withhold”

Vote

Effect of

Abstentions

Effect of

Broker

Non-Votes

on Outcome

Proposal 3—Ratification of the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025

You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on this proposal.

Majority of the shares present (by virtual attendance) or represented by proxy and entitled to vote on the proposal

Not applicable

Deemed to be votes against the proposal

Not applicable

As a reminder, if you are a beneficial owner of shares held in street name, to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What is the quorum requirement?

SEC Form DEF 14A filed by Cytek Biosciences Inc.