Cytek Biosciences Amends Bylaws to Tighten Nomination and Proxy Rules

What Happened

• On September 23, 2026, Cytek Biosciences, Inc. (CTKB) announced that its board unanimously adopted amended and restated bylaws (the "A&R Bylaws"), effective that date. The full text of the A&R Bylaws is attached to the 8‑K as Exhibit 3.1.
• The A&R Bylaws revise procedures and requirements for stockholder nominations and proposals, incorporate the SEC’s universal proxy rules, expand the chairperson’s authority over non‑compliant nominations/business proposals, and update meeting and shareholder-list procedures (including provisions addressing virtual/remote meeting technology).

Key Details

• Effective date: September 23, 2026; A&R Bylaws filed as Exhibit 3.1 to the 8‑K.
• Section 5(b)(iv): adds more detailed information, representations and certifications required from proponents of stockholder proposals and director nominees, including maintaining record/beneficial ownership through the record date and meeting date and disclosure of solicitation intent.
• Section 5(f): expressly incorporates Rule 14a‑19 (SEC universal proxy rules); Section 5(e): expands chairperson authority to disregard non‑compliant nominations/proposals.
• Other updates: removal of a prefatory clause in 5(b)(ii); advance‑notice and chairperson disqualification procedures for nominations at special meetings (6(e)); adjournment notice rules for virtual meetings (9); updated stockholder list preparation and availability under Delaware law (12).

Why It Matters

• The filing documents governance changes that affect how stockholders submit proposals and nominate directors, and how the company will handle proxy solicitations and virtual meetings.
• Investors and shareholder proponents should review the A&R Bylaws (Exhibit 3.1) to understand the new procedural requirements, disclosure and ownership certifications, and the expanded role of the meeting chairperson in adjudicating compliance with those rules. No financial figures or other material financial impacts were disclosed in this filing.