Fermi Board Announces Actions to Confirm No Special Meeting of Shareholders Has Been Called

Rhea-AI Summary

News Market Reaction – FRMI

+1.86%

4 alerts

+1.86% Session close to close

-8.3% Trough Tracked

$3.33B Market Cap

0.1x Rel. Volume

In the May 12 session, FRMI gained 1.86%, reflecting a mild positive market reaction. Argus tracked a trough of -8.3% from its starting point during tracking. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms there will be no May 29 Special Meeting, directly countering the former C...

Analysis

This announcement confirms there will be no May 29 Special Meeting, directly countering the former CEO’s attempt to reconfigure the board and push a rapid sale. It extends an ongoing governance dispute highlighted in recent proxy filings and management changes. Investors may focus on how firmly the current board maintains control, progress on Fermi 2.0 and Project Matador, and whether the parallel consent campaign for a June 30 meeting gains traction.

Key Figures

Stock decline under ex-CEO: more than 80% Special Meeting date: May 29, 2026 Committee delegation date: April 19, 2026 +2 more

5 metrics

Stock decline under ex-CEO more than 80% Share price decline during Toby Neugebauer’s CEO tenure

Special Meeting date May 29, 2026 Initially scheduled Special Meeting Mr. Neugebauer attempted to call

Committee delegation date April 19, 2026 Date Board delegated Special Meeting cancellation authority

Second meeting target date June 30, 2026 Target date for shareholder-called Special Meeting via consents

Directors sought five directors Number of directors Mr. Neugebauer sought to appoint to the Board

Historical Context

5 past events · Latest: May 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 05	Governance dispute response	Positive	+12.6%	Board responded to former CEO’s attempts to retake control after removal.
May 05	Board appointment	Positive	+12.6%	Appointment of independent director Larry Kellerman to support strategic priorities.
May 05	Founder calls meeting	Positive	-2.6%	Founder called Special Meeting and sought dual-track process for Project Matador.
May 01	Board nomination	Positive	-1.9%	Chief Power Officer Larry Kellerman accepted nomination to join the board.
Apr 30	Interim CFO named	Positive	+2.0%	Company appointed Rob L. Masson II as Interim Chief Financial Officer.

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

Pattern Detected

Recent governance and leadership headlines often saw positive price reactions, though proposals tied to the founder’s control efforts have sometimes led to negative or divergent moves.

Recent Company History

Over the past weeks, Fermi’s news flow has centered on board control and management changes. On April 30, 2026, an interim CFO was appointed, followed by nomination and subsequent board appointment of Larry Kellerman tied to Project Matador. Multiple filings and releases since May 5, 2026 detail Toby Neugebauer’s attempts to call a Special Meeting and reconstitute the board. Today’s confirmation that no May 29 Special Meeting exists directly responds to that ongoing proxy and control contest.

Key Terms

special meeting, for cause, bylaws, consent solicitation

4 terms

special meeting regulatory

"confirm the prior cancellation of the special meeting of shareholders"

A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.

for cause regulatory

"on the eve of his removal for cause and scheduled for May 29, 2026"

"For cause" is a contractual standard used when an employer, board, or other party removes someone because they violated rules, broke the contract, committed misconduct, or failed to do their required job. It matters to investors because a "for cause" finding often limits payouts, affects whether stock awards or buyout protections kick in, and signals higher leadership or governance risk—think of it as being fired for a specific reason rather than let go for business reasons.

bylaws regulatory

"Under Fermi's bylaws, the Board has authority to cancel any Special Meeting."

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.

consent solicitation regulatory

"Fermi believes Mr. Neugebauer's consent solicitation is not in the best interests"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

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

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Former CEO Toby Neugebauer is Attempting to Fill the Board with His Acolytes to Force a Sale of the Company at a Depressed Valuation – Fermi's Stock Declined More than 80% During Neugebauer's Tenure

Fermi Board Will Continue to Take Actions That it Believes is in the Best Interests of All Shareholders

DALLAS, May 11, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as Fermi America™ ("Fermi" or the "Company"), today announced the unanimous decision by the Risk and Disclosure Committee of its Board of Directors (the "Board") to confirm the prior cancellation of the special meeting of shareholders (the "Special Meeting") former CEO Toby Neugebauer attempted to call on the eve of his removal for cause and scheduled for May 29, 2026.

Mr. Neugebauer attempted to call the Special Meeting to appoint five directors to the Board, thereby allowing him to take control of the Board and force the sale of the Company at a depressed valuation. As previously announced, Mr. Neugebauer was removed from the office of CEO and subsequently terminated for cause as a direct result of serious misconduct violating the terms of his employment agreement as well as multiple company policies. The Company did not consider the Special Meeting validly requested, and that request was previously rescinded by the Office of the CEO. Today's action was taken to confirm to shareholders that there is no Special Meeting on May 29, 2026, following Mr. Neugebauer's recent incorrect public statements to the contrary.

The Board issued the following statement:

While Mr. Neugebauer served as CEO of Fermi, the Company's stock price declined more than 80%. Following his ineffective stint as CEO, and as a result of conduct violating the terms of his employment agreement as well as multiple company policies, the Board determined to terminate Mr. Neugebauer's employment for cause.

Mr. Neugebauer's proposals, taken together, would result in Mr. Neugebauer taking control of the Company and advance his stated goal of selling Fermi quickly. The Board believes this conduct reflects the actions of a disgruntled former executive that are not in the interests of the Company's shareholders.

The Company believes that Fermi's market valuation does not reflect its intrinsic value, nor does it reflect the upside potential of the successful execution of Fermi 2.0 and the Company's strategic plan. Under the current Board, and following notable achievements for Project Matador across construction, buildout and regulatory milestones, Fermi is well positioned for its next chapter of innovation, operational excellence and client-focused service. As we build on our operational momentum, we believe we will maximize shareholder value.

Embarking down the path that would be paved by Mr. Neugebauer's effort to call a Special Meeting will serve only to lock in the value destruction Fermi experienced under his leadership. The Fermi Board will continue to take action that it believes is in the best interests of all shareholders.

Under Fermi's bylaws, the Board has authority to cancel any Special Meeting. On April 19, 2026, the Board validly delegated this authority to the Risk and Disclosure Committee.

Mr. Neugebauer is also seeking to solicit shareholder consents to hold a second Special Meeting of Shareholders on or about June 30, 2026, for the same purpose of taking control of the Board and forcing a sale of the Company. Fermi believes Mr. Neugebauer's consent solicitation is not in the best interests of its shareholders and recommends that shareholders not tender their consent.

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.