REG - Fermi Inc. - Fermi Proxy Response Press Release

FermiAnnouncement

06/05/2026 08:00

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RNS Number : 2087D  Fermi Inc.  06 May 2026

Fermi Responds to Former CEO's Attempts to Take Control of Board and Reverse
Board Actions Taken in Accordance with Their Fiduciary Duties to Remove Him as
CEO and Terminate Him for Cause

Fermi Rejects Mr. Neugebauer's Self-Interested Attempt to Call Special
Shareholder Meeting as Invalid and Urges Shareholders Not to Respond to His
Consent Solicitation

Company Has Received Significant Support for Fermi 2.0 from Shareholders Who
Firmly Reject Mr. Neugebauer's Purported Efforts to Take Control of Company

DALLAS, May 5, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI),
operating as Fermi America™ ("Fermi" or the "Company"), today responded to
two separate SEC filings made by its former chief executive officer Toby
Neugebauer, the first to hold an invalidly called Special Meeting of
Shareholders, and the second to solicit shareholder consents to call a Special
Meeting, a tacit admission of the ineffectiveness of his first request. The
Board is disappointed that Mr. Neugebauer has submitted these proposals and is
seeking to take control of the Board and Fermi, believes the SEC filings
reflect the actions of a disgruntled former CEO who was terminated for cause,
and recommends that shareholders not take any action to support either
solicitation. Fermi would note that in both requested actions, Mr. Neugebauer
has proposed that Fermi reimburse Mr. Neugebauer for all of his costs
associated with his efforts to take control of the Board.

As previously disclosed, the decisions to remove Mr. Neugebauer from his CEO
position and to subsequently terminate him for cause were taken after more
than a month of attempts to negotiate a peaceful transition with Mr.
Neugebauer, after careful deliberation by the Board and committee members, and
in accordance with their fiduciary duties. The Company's stock price
performance under Mr. Neugebauer's leadership speaks for itself, with a
decline of over 80% on his watch. In addition, Mr. Neugebauer's removal from
the office of CEO and subsequent termination for cause was the direct result
of conduct violating the terms of his employment agreement as well as multiple
company policies.

With respect to the first of Mr. Neugebauer's proposals seeking to solicit
proxies to vote at a Special Meeting of Shareholders on May 29, 2026, Mr.
Neugebauer's Special Meeting request is not valid, has been rescinded by the
officers who assumed the offices he once held, and at the time his request was
made, by Mr. Neugebauer's own admission, when he knew he was going to be
removed as CEO.

With respect to the second of Mr. Neugebauer's proposals seeking to solicit
shareholder consents to hold a second Special Meeting of Shareholders on or
about June 30, 2026, Fermi believes Mr. Neugebauer's consent solicitation is
not in the best interests of its shareholders and recommends that shareholders
not tender their consent. Shareholders are also advised that Fermi's charter
contains multiple provisions to protect its REIT status, one of which is a
redemption provision which, upon exercise by the Company, would materially
decrease Mr. Neugebauer's ownership position in the Company and another of
which prevents Mr. Neugebauer and his family members and affiliates from
acquiring additional shares of Company common stock and any new shareholders
from accumulating more than 2.5% of the Company's outstanding stock.

Considered together, each of Mr. Neugebauer's proposals seeks to expand the
size of the Board, fill it with his nominees, take control of the Board and
Fermi, and pursue his stated goal of selling Fermi, quickly. Notably, while
Mr. Neugebauer's filings state that he "does not intend to return to
management," he has made no binding commitment not to seek reappointment as
CEO, and his stated lack of intent is expressly conditioned on his preference
for a change-of-control transaction - leaving the door open for his return to
an executive role if a sale does not materialize. As Fermi has previously
indicated, an immediate sale at current trading levels is premature and could
result in a transaction far below Fermi's intrinsic value, an outcome clearly
not in the best interest of shareholders.  Fermi's rejection of the request
for an immediate sale has been validated by support from multiple stakeholders
and potential counterparties who have expressed support for Fermi's change in
leadership.

Fermi is gratified that these investors and counterparties have communicated
they firmly stand behind Fermi 2.0 and the Company's strategic plan to build
on the continued momentum of Project Matador. Given this positive momentum,
Mr. Neugebauer's calls for shareholder action are not in the best interest of
shareholders, and they appear purposefully designed to derail any success
Fermi 2.0 and the Company's strategic plan might achieve. Fermi encourages its
shareholders to support the Board, its officers, and employees in making Fermi
2.0 a success.

About Fermi America™

Fermi America™ (Nasdaq & LSE: FRMI) develops next-generation private
electric grids that deliver highly redundant power at gigawatt scale to
support next-generation intelligence and AI compute. Fermi America™ combines
cutting-edge technology with a deep bench of proven world-class
multi-disciplinary leaders with a combined 25 GW of experience, to create the
world's largest, 11 GW next-gen private grid, helping ensure America's energy
and AI dominance. The behind-the-meter Project Matador campus is expected to
integrate the nation's biggest combined-cycle natural gas project, one of the
largest clean, new nuclear power complexes in America, utility grid power,
solar power, and battery energy storage, to support hyperscale AI and advanced
computing.

Forward-Looking Statements

Statements contained in this press release which are not historical facts,
such as those relating to future events, are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Fermi
undertakes no duty to publicly update or revise such forward-looking
information, whether as a result of new information, future events, or
otherwise. Investors should consult further disclosures and risk factors
included in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, the Registration Statement on Form S-8 and other
documents filed from time to time with the SEC by Fermi.

Additional Information and Where to Find It

Fermi intends to file with the SEC a definitive revocation statement on
Schedule 14A in connection with the proposed solicitation by Mr. Neugebauer to
be able to call a special meeting of Fermi security holders, as well as a
definitive proxy statement on Schedule 14A with respect to its solicitation of
proxies for any future meeting of the shareholders called as a result of Mr.
Neugebauer's solicitation, both containing a form of WHITE proxy card.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE REVOCATION STATEMENT AND ANY SUCH PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY FERMI AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.

Investors and security holders may obtain copies of these documents and other
documents filed with the SEC by Fermi free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed by Fermi
are also available free of charge by accessing Fermi's website at
www.fermiamerica.com.

Participants in the Solicitation

Fermi, its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of
revocations and proxies with respect to a solicitation by Fermi. Information
about Fermi's executive officers and directors is available in Fermi's Annual
Report on Form 10-K/A (the "Form 10-K/A") for the year ended December 31,
2025, filed with the SEC on April 30, 2026. To the extent holdings by our
directors and executive officers of Fermi securities reported in the Form
10-K/A have changed, such changes have been or will be reflected on Statements
of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents
are available free of charge at the SEC's website at www.sec.gov. Copies of
the documents filed by Fermi are also available free of charge by accessing
Fermi's website at www.fermiamerica.com (http://www.fermiamerica.com) .

Investor Relations Contact:

Rodrigo Acuna

ir@fermiamerica.com

Media Contact:

fermi@h-advisors.global

 

 

 

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