Fermi Board Amends Bylaws to Protect Interests of Shareholders

Fermi (NASDAQ: FRMI) amended its Bylaws to require at least a 70% shareholder vote for any change to the Board’s size or classified structure.

Rhea-AI Summary

Fermi (NASDAQ: FRMI) amended its Bylaws to require at least a 70% shareholder vote for any change to the Board’s size or classified structure. The move targets balancing influence after the former CEO claimed control of ~40% of shares. The 50% threshold to call a special meeting is unchanged, and 9.3% shareholder Caddis Capital reaffirmed support for the Board, management, and Fermi’s long-term plan.

Positive

• New 70% vote requirement for changes to Board size or classification
• Special meeting threshold maintained at 50% of outstanding shares
• Caddis Capital, holding about 9.3% of shares, supports Board and strategy

Negative

• Higher 70% threshold may make Board structure changes more difficult
• Former CEO and affiliates reportedly control about 40% of outstanding shares

Argus May 15 session

-11.67% close to close Open Argus

Details

News Market Reaction – FRMI

On May 15, the first trading day after this news, FRMI closed 11.67% below the previous close.

Data tracked by StockTitan Argus for the May 15 session.

Market Context

On May 15, the first trading day after this news, the stock closed 11.7% below the previous close. A...

Analysis

On May 15, the first trading day after this news, the stock closed 11.7% below the previous close. A negative reaction despite governance-focused messaging would fit a scenario where investors interpreted the new 70% vote requirement as entrenchment rather than protection. Shares remain well below the 200-day MA of 12.54 and 83.78% under the 52-week high, so sentiment could be fragile. Recent history showed positive responses to similar board-control headlines, so a sharp decline could mark a break in that pattern and warrant closer attention to evolving proxy dynamics.

Key Figures

Supermajority threshold: 70% of outstanding shares Former CEO influence: 40% of outstanding shares Conflicted vote threshold: 70% shareholder approval +2 more

Supermajority threshold

70% of outstanding shares

Required to change board size or classified structure under amended Bylaws

Former CEO influence

40% of outstanding shares

Approximate stake claimed by former CEO and affiliates

Conflicted vote threshold

70% shareholder approval

Required level for Mr. Neugebauer’s proposal under amended Bylaws

Special meeting threshold

50% of outstanding shares

Percentage needed to call a special meeting, unchanged by amendments

Caddis Capital stake

9.3% of common shares

Ownership of second-largest shareholder supporting current board

Historical Context

5 past events · Latest: May 12

5 events

1. May 12

   REIT/ownership views

   24h Move

   +9.7%

   Neugebauer commentary on REIT compliance and share generosity framing.

2. May 11

   Special meeting status

   24h Move

   +1.9%

   Board clarifies that no special shareholder meeting has been validly called.

3. May 11

   Shareholder support

   24h Move

   +2.7%

   Caddis Capital reaffirms backing for board, management, and long-term plan.

4. May 08

   Earnings call timing

   24h Move

   +2.1%

   Announcement of Q1 2026 earnings release and conference call schedule.

5. May 05

   Board control dispute

   24h Move

   +12.6%

   Company response to former CEO’s efforts to retake board control and reverse actions.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

bylaws, form 8-k

2 terms

bylaws regulatory

"approved an amendment of the Company's Bylaws (the "Bylaws") to protect and empower"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

form 8-k regulatory

"filed the Amended and Restated Bylaws on a Form 8-K with the U.S."

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DALLAS, May 14, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as Fermi America™ ("Fermi" or the "Company"), today announced that its Board of Directors (the "Board") has approved an amendment of the Company's Bylaws (the "Bylaws") to protect and empower shareholders unaffiliated with the Company's former Chief Executive Officer. The Bylaw amendments are intended to ensure the integrity of the Company's Board structure.

Under the amended Bylaws, any proposed changes to the Board's size or classified structure will require approval from at least 70% of the Company's outstanding shares entitled to vote in the election of directors, voting as one class. Fermi's former CEO has claimed that he and his affiliates currently control approximately 40% of Fermi's outstanding shares, which represents an outsized level of influence under the previous Bylaws.

Consistent with best governance practices for shareholder approval of conflicted transactions, a 70% vote to approve Mr. Neugebauer's proposal would require approximately half of the shareholders unaffiliated with him to amend the Bylaws as he intends. The Board's amendment does not change the percentage of shareholders necessary to call a special meeting, which remains at 50% of the Company's outstanding shares.

Fermi notes that on May 11, 2026, Caddis Capital, LLC, the Company's second largest shareholder owning approximately 9.3% of the Company's outstanding common shares, reaffirmed its support for Fermi's Board, the Company's management team and its long-term strategic plan.

The Board issued the following statement:

The Fermi Board and management team are committed to taking steps that will position the Company for success. We are pleased with the support from our shareholders of the Company's strategic plan to build on the momentum of Project Matador as it executes Fermi 2.0. The Board will continue to evaluate strategic opportunities to maximize shareholder value and take actions that we believe protect our shareholders' interests.

The Company today separately filed the Amended and Restated Bylaws on a Form 8-K with the U.S. Securities and Exchange Commission.

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.

Contacts
Investors
Rodrigo Acuna
IR@fermiamerica.com

Media
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag / Adam Pollack / Eliza Rothstein
212-355-4449

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SOURCE Fermi Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What bylaw changes did Fermi (NASDAQ: FRMI) announce on May 14, 2026?

Fermi raised the approval threshold for changing Board size or classified structure to 70% of outstanding voting shares. According to Fermi, this aims to protect unaffiliated shareholders while keeping the 50% requirement to call a special meeting unchanged.

Why did Fermi’s Board adopt a 70% shareholder vote requirement for Board changes (FRMI)?

Fermi’s Board adopted the 70% requirement to protect and empower shareholders unaffiliated with the former CEO. According to Fermi, the change is intended to ensure Board structure integrity and align with governance practices for conflicted transactions.

How does Fermi’s new bylaw affect the former CEO’s reported 40% stake in FRMI?

The 70% vote requirement reduces the ability of a 40% holder to change Board structure without broader support. According to Fermi, Mr. Neugebauer’s proposal would now need backing from roughly half of unaffiliated shareholders to amend the Bylaws.

Did Fermi (FRMI) change the threshold to call a special shareholder meeting?

Fermi did not change the special meeting threshold; it remains at 50% of outstanding shares. According to Fermi, only the approval level for Board size or classified structure changes was amended, leaving other shareholder rights provisions intact.

What is Caddis Capital’s position on Fermi’s Board and strategic plan (FRMI)?

Caddis Capital, Fermi’s second-largest shareholder with about 9.3% ownership, reaffirmed support for the Board and management. According to Fermi, Caddis backs the long-term strategic plan, including momentum from Project Matador and execution of the Fermi 2.0 strategy.

Where can investors find details of Fermi’s amended and restated Bylaws (FRMI)?

Investors can review the full amended and restated Bylaws in Fermi’s Form 8-K filing with the U.S. SEC. According to Fermi, this filing includes the finalized bylaw language adopted by the Board on May 14, 2026.