Fermi Shareholders Send Clear Message They Do Not Support Former CEO's Special Meeting Proposal: Company Presses Ahead Executing Strategic Plan Without Distraction

Rhea-AI Summary

Argus Jul 7 session 20 alerts

-10.11% close to close 0.3x rel. volume Open Argus

Details

Market reaction after proxy campaign withdrawal: FRMI -10.11% in the Jul 7 session

-10.7% Trough in 19 hr 20 min

$5.24B Market Cap

In the Jul 7 session, FRMI declined 10.11%, reflecting a significant negative market reaction. Argus tracked a trough of -10.7% from its starting point during tracking. Our momentum scanner triggered 20 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -10.1% in the session following this news. A sharp decline could reflect lingering...

Analysis

The stock dropped -10.1% in the session following this news. A sharp decline could reflect lingering concern over governance disputes despite the activist’s setback, especially given recent insider net selling and elevated short positioning. Prior news has shown at least one divergence where positive execution headlines met selling pressure.

Key Figures

Claimed control stake: 40% of outstanding shares Recorded consents: 31.0% of outstanding shares Share revocations: 36.4% of outstanding shares

Claimed control stake

40% of outstanding shares

Neugebauer’s publicly claimed voting control

Recorded consents

31.0% of outstanding shares

Company’s preliminary tabulation of consents as of July 6, 2026

Share revocations

36.4% of outstanding shares

Company’s preliminary tabulation of revocations as of July 6, 2026

Historical Context

5 past events · Latest: Jul 01

5 events

1. Jul 01

   Litigation dispute

   24h Move

   -5.4%

   Activist criticized the Board as company dismissed litigation before discovery.

2. Jun 30

   EPC contract award

   24h Move

   -3.1%

   Primoris selected to engineer and construct balance of plant for Phase One.

3. Jun 25

   Activist town hall plan

   24h Move

   +10.1%

   Neugebauer proposed June 30 town hall webinar before shareholder decision.

4. Jun 25

   Town hall correction

   24h Move

   +10.1%

   Corrected announcement on planned town hall and governance discussion.

5. Jun 25

   Engineering agreement

   24h Move

   +10.1%

   TSK engaged for early works engineering on turbines for Project Matador.

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

Key Terms

special meeting, proxy campaign, consent solicitation, proxy advisory firm

4 terms

special meeting regulatory

"suspended his proxy campaign to call a Special Meeting"

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.

proxy campaign regulatory

"suspended his proxy campaign to call a Special Meeting"

A proxy campaign is an organized effort by shareholders or outside groups to persuade other investors to vote a certain way on corporate matters, such as electing board members or approving major policies. Think of it like rallying neighbors to vote for changes in a homeowners association: the outcome can reshape a company’s leadership, strategy and risk profile, and so it can materially affect the stock’s value and investor returns.

consent solicitation regulatory

"Neugebauer's consent solicitation would have fallen short of the support"

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.

proxy advisory firm financial

"leading independent proxy advisory firm Institutional Shareholder Services"

A proxy advisory firm researches issues that shareholders will vote on—such as electing directors, executive pay, or mergers—and issues plain-language recommendations on how investors should cast those votes. Their reports act like a trusted guide or coach for busy institutional and retail investors; because large holders often follow these recommendations, the firms can influence corporate decisions and therefore a company’s governance, risk profile and potentially its stock price.

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

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Leading Proxy Advisory Firm ISS Recommended Shareholders Do Not Deliver Consent One Day Prior to Former CEO Suspending Campaign

Fermi's Top Strategic Priorities to Drive Shareholder Value are On Track and Progressing

DALLAS, July 7, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ: FRMI) (LSE: FRMI), operating as Fermi America™ ("Fermi" or the "Company"), today issued the following statement after former CEO Toby Neugebauer suspended his proxy campaign to call a Special Meeting:

Mr. Neugebauer's failed proxy campaign is over, and there will be no Special Meeting. With this behind us, Fermi's Board and leadership team remain fully focused on executing the Company's strategic priorities and delivering value for shareholders by:

• • Securing a binding tenant agreement;
  • Maintaining capital discipline to support liquidity;
  • Hiring our next CEO;
  • Delivering power at our project site; and
  • Exploring strategic partnerships to accelerate data center and power deployment on our site.

The Fermi Board and leadership team appreciate shareholders' engagement throughout this process. We remain wholly committed to ensuring the Company's operational, commercial and financial success, and positioning the Company for enhanced value creation. We are excited about the opportunities ahead and remain confident in Fermi's future.

As Fermi builds on its positive performance since Mr. Neugebauer's removal as CEO and subsequent termination for cause, the Company believes it is important that its shareholders have a complete understanding of Mr. Neugebauer's solicitation results.

Mr. Neugebauer has claimed publicly on multiple occasions to control 40% of the outstanding shares of Fermi. However, based on Fermi's preliminary tabulation as of July 6, 2026, Mr. Neugebauer had consents of only approximately 31.0%. This compares to shareholder revocations of approximately 36.4% of outstanding shares. Based on these numbers, it is clear that Mr. Neugebauer received minimal support from unaffiliated shareholders. The results received to date, and the momentum reflected in those results, indicate Mr. Neugebauer's consent solicitation would have fallen short of the support required to call a Special Meeting.^[1] 

It is also worth noting that Mr. Neugebauer's decision to suspend his campaign came one day after leading independent proxy advisory firm Institutional Shareholder Services ("ISS") recommended shareholders do not deliver consent to call a Special Meeting. Their independent analysis is consistent with Fermi's belief that Mr. Neugebauer's campaign was disruptive to the Company's progress and not in the best interests of Fermi's shareholders.

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. For additional information visit www.fermiamerica.com.

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.

Contacts
Investors
Rodrigo Acuna
IR@fermiamerica.com 

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

_________________________

1 The Company's preliminary tabulation does not include any consents Mr. Neugebauer might have received from registered shareholders who did not submit revocations or through brokers for which the Company does not have visibility. However, even if all of those shareholders had submitted consents, Mr. Neugebauer's consent solicitation would still have failed.

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SOURCE Fermi Inc.