Fermi Board Amends Bylaws to Protect Interests of Shareholders
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
News Market Reaction – FRMI
On the day this news was published, FRMI declined 11.67%, reflecting a significant negative market reaction. Argus tracked a peak move of +22.1% during that session. Argus tracked a trough of -11.5% from its starting point during tracking. Our momentum scanner triggered 89 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $652M from the company's valuation, bringing the market cap to $4.93B at that time. Trading volume was above average at 1.6x the daily average, suggesting increased trading activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 12 | REIT/ownership views | Neutral | +9.7% | Neugebauer commentary on REIT compliance and share generosity framing. |
| May 11 | Special meeting status | Neutral | +1.9% | Board clarifies that no special shareholder meeting has been validly called. |
| May 11 | Shareholder support | Positive | +2.7% | Caddis Capital reaffirms backing for board, management, and long-term plan. |
| May 08 | Earnings call timing | Neutral | +2.1% | Announcement of Q1 2026 earnings release and conference call schedule. |
| May 05 | Board control dispute | Positive | +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.
Recent governance and control headlines around the former CEO have consistently coincided with positive price reactions.
Over the last two weeks, Fermi’s news flow has centered on governance disputes and strategic positioning. On May 5, the company responded to the former CEO’s attempts to take control of the board, with shares rising 12.55%. Subsequent updates on earnings timing, shareholder support from Caddis Capital, and confirmation around special meetings each saw gains between 1.86% and 2.68%. A May 12 statement related to Neugebauer’s REIT and 5/50 views aligned with another 9.69% move. Today’s bylaw supermajority requirement continues that governance-focused trajectory.
Key Terms
bylaws regulatory
form 8-k regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Under the amended Bylaws, any proposed changes to the Board's size or classified structure will require approval from at least
Consistent with best governance practices for shareholder approval of conflicted transactions, a
Fermi notes that on May 11, 2026, Caddis Capital, LLC, the Company's second largest shareholder owning approximately
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
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.