Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Appointment of New Directors.
On December 31, 2021, upon recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Cytek
Biosciences, Inc. (the "Company"), the Board unanimously voted to (i) increase
the number of authorized directors on the Board from six to seven and
(ii) appoint Dr. Vera Imper to serve as a Class II director of the Company,
effective December 31, 2021, to fill the newly created directorship, until her
successor is elected and qualified, or sooner in the event of her death,
resignation or removal. Dr. Imper joins the class of directors whose term
expires at the Company's 2023 Annual Meeting of Stockholders. The Board has
determined that Dr. Imper meets the requirements for independence under the
applicable listing standards of The Nasdaq Stock Market LLC and the Securities
Exchange Act of 1934, as amended.
Dr. Imper is entitled to receive compensation in accordance with the Company's
Non-Employee Director Compensation Policy as currently in effect (the "Policy"),
which is generally described under the heading "Non-Employee Director
Compensation Policy" in the Company's final prospectus dated July 22, 2021 and
filed with the Securities and Exchange Commission on July 23, 2021 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, relating to the
Registration Statement on Form S-1 (File No. 333-257663), as amended, which is
incorporated herein by reference.
In accordance with the Policy, Dr. Imper is entitled to receive a $40,000 annual
retainer for service as a Board member. Additionally, on the effective date of
her appointment, Dr. Imper was granted an initial equity award with a total
equity value of $300,000 in accordance with the Policy. The initial equity award
was delivered in the form of a nonstatutory stock option for 28,598 shares,
which was calculated in accordance with the Black-Scholes option pricing model
of the underlying common stock on the date of grant. The exercise price of the
options is $16.32 per share, equal to the closing sales price of the Company's
common stock as reported on the Nasdaq Stock Exchange on the date of grant. The
options will vest on a monthly basis over three years from the date of grant,
subject to the director's continued service as a director through the applicable
vesting dates.
On the date of the Company's 2022 Annual Meeting of Stockholders, Dr. Imper will
also receive an annual equity grant with a total equity value of $160,000 in
accordance with the Policy. The annual equity grant will be delivered in the
form of a nonstatutory stock option and the number of shares of common stock
underlying the option will be determined in the same manner as the initial
equity grant. The exercise price of the options will equal the closing sales
price of the Company's common stock as reported on the Nasdaq Stock Exchange on
the date of grant. The options will vest on the one-year anniversary of the date
of grant, subject to the director's continued service as a director through the
vesting date.
The Company has entered into the Company's standard form of indemnification
agreement with Dr. Imper. The indemnification agreement provides, among other
things, that the Company will indemnify Dr. Imper for certain expenses, which
she may be required to pay in connection with certain claims to which she may be
made a party by reason of her position as a director of the Company, and
otherwise to the fullest extent permitted by law. The form of indemnification
agreement was previously filed as Exhibit 10.7 to the Company's Registration
Statement on Form S-1 (No. 333-257663), as amended, as originally filed on
July 2, 2021, and is incorporated herein by reference.
There are no arrangements or understandings between Dr. Imper and any other
persons pursuant to which she was selected as a member of the Board. There are
no family relationships between Dr. Imper and any director, executive officer,
or any person nominated or chosen by the Company to become a director or
executive officer. Dr. Imper is not a party to any current or proposed
transaction with the Company for which disclosure is required under Item 404(a)
of Regulation S-K.
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