Neugebauer Suspends Current Proxy Campaign While Leading with About 70% of Votes Recorded, Following Judge's Inexplicable Last-minute Recusal That Throws off Timeline for Strategic Process; Reaffirms Confidence in Fermi's Future

Rhea-AI Summary

Fermi (Nasdaq: FRMI) founder and largest shareholder Toby Neugebauer suspended his current proxy campaign to call a special shareholder meeting after the presiding Texas Business Court judge recused himself shortly before a key hearing, disrupting the timetable.

Neugebauer reports that over 70% of votes cast supported holding a special meeting, and he plans to continue pursuing governance changes through the courts while monitoring execution of Project Matador.

Positive

• Over 70% of votes cast support calling a special shareholder meeting
• Glass Lewis and Egan-Jones backed Neugebauer’s call for a special meeting
• Judge reaffirmed expedited discovery order in Neugebauer’s favor despite recusal
• Neugebauer beneficially owns 146,516,035 Fermi common shares
• Neugebauer expresses confidence in securing the tenant group for Project Matador

Negative

• Proxy campaign to call a special meeting is suspended
• Judge’s last-minute recusal disrupts timeline for strategic and governance process
• Timeline no longer allows seating new directors to oversee a dual-track process
• Unresolved dispute over 70% supermajority bylaw creates governance uncertainty
• Fermi’s top two law firms recently withdrew from the related court case

Market Context

Neugebauer’s suspension of the proxy campaign, even while claiming support from over 70% of votes ca...

Analysis

Neugebauer’s suspension of the proxy campaign, even while claiming support from over 70% of votes cast, leaves governance outcomes uncertain. His beneficial ownership of 146,516,035 shares keeps founder incentives closely tied to Project Matador execution, but elevated short positioning remains a risk to stability.

Key Figures

Support for special meeting: More than 70% of votes cast Supermajority threshold: 70% Project Matador foundation: 2GW +5 more

8 metrics

Support for special meeting More than 70% of votes cast Votes in favor of calling a special meeting

Supermajority threshold 70% Board’s supermajority bylaw voting requirement

Project Matador foundation 2GW Power foundation Neugebauer says he oversaw building

Founder beneficial ownership 146,516,035 shares Total common stock beneficially owned by Neugebauer

Vicksburg stake 44,656,376 shares Common stock held by Vicksburg Investments Management LLC

Melissa A. Neugebauer 2020 Trust stake 94,359,659 shares Common stock held by the trust

Vested RSUs 7,500,000 shares Restricted stock units vested on termination without cause

Par value per share $0.001 Par value of Fermi common stock

Historical Context

5 past events · Latest: Jun 30 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 30	EPC contract award	Positive	-3.1%	Primoris chosen to engineer and construct balance of plant for six gas turbines.
Jun 25	Governance town hall	Neutral	+10.1%	Neugebauer proposed June 30 webinar to debate Fermi’s past, present, and future.
Jun 25	Town hall correction	Neutral	+10.1%	Corrected announcement on proposed June 30 town hall before shareholder vote.
Jun 25	Engineering agreement	Positive	+10.1%	TSK engaged for early works engineering on Siemens turbines for Project Matador.
Jun 24	Tenant confidence	Positive	+10.1%	Neugebauer expressed strong confidence a tenant announcement would come soon.

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

Pattern Detected

Recent headlines around Project Matador and governance have often produced sharp single‑day moves, with several late‑June events drawing double‑digit percentage reactions.

Key Terms

proxy campaign, special meeting, supermajority, schedule 14a, +2 more

6 terms

proxy campaign financial

"today announced that he is suspending his current proxy campaign — the solicitation"

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.

special meeting financial

"votes cast to date have been in favor of calling a special meeting, underscoring"

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.

supermajority regulatory

"get up to speed on the board's 70% supermajority bylaw change and discovery approvals"

A supermajority is a voting rule that requires a larger-than-normal share of votes—typically two-thirds or three-quarters—instead of a simple majority, to approve major corporate actions such as charter changes, mergers, or sale of key assets. It matters to investors because it makes major decisions harder to pass, protecting against sudden changes but also potentially blocking beneficial deals; think of it as needing more than a bare majority to change the group’s plan.

schedule 14a regulatory

"have filed a definitive proxy statement on Schedule 14A, accompanying GREEN agent"

Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.

restricted stock units financial

"7,500,000 shares of Common Stock underlying restricted stock units held by Mr."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

par value financial

"common stock, $0.001 par value per share (the "Common Stock")"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

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

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• More than 70% of votes cast to date have been in favor of calling a special meeting, underscoring shareholders' demand for a special meeting to determine Fermi's future
  
  
• After Fermi's top two law firms recently withdrew from the case, the Texas Business Court judge, who had stated he had no conflict at the outset of the trial, recused himself an hour before yesterday's hearing—while affirming expedited discovery he awarded Neugebauer last week—setting the proxy on an untenable timeline for shareholders
  
  
• The recusal requires a new judge to get up to speed on the board's 70% supermajority bylaw change and discovery approvals, ensuring the timeline no longer supports running a true dual track process on the schedule Fermi requires to be successful
  
  
• Neugebauer calls on the court to urgently rule on the board's 70% bylaw supermajority voting power grab as it casts a cloud over Fermi and the future of Texas corporate stewardship at large; pledges to press forward with the judicial process to ensure Texas-style good governance and transparency moving forward
  
  
• Neugebauer's call for a special meeting earned the backing of Glass Lewis and Egan-Jones, two of the nation's leading proxy advisory firms, as well as some of the world's highest-profile investors
  
  
• Neugebauer remains highly confident in Fermi's ability to secure the tenant group, assuming it is the one he and his team were contracting upon his departure
  
  
• Neugebauer calls for former colleagues to avoid the tendency to outsource Fermi's execution, and instead embody the original Fermi 2.0 mentality that he began last December as it will be required to execute strong tenant group agreements and partnerships on time and on budget – 'make us proud'
  
  
• Above all, Neugebauer's focus remains on Fermi's long-term success — the company he envisioned, founded, and built; Just this week, Seeking Alpha referred to Project Matador as the 'most valuable asset in the AI race'

DALLAS, July 3, 2026 /PRNewswire/ -- Toby Neugebauer, co-founder and largest shareholder of Fermi Inc. (d/b/a Fermi America) (Nasdaq: FRMI) ("Fermi" or the "Company"), today announced that he is suspending his current proxy campaign — the solicitation of GREEN agent designations to call a special meeting of shareholders — following the presiding judge's last-minute recusal shortly before yesterday's scheduled hearing. In recusing himself, the judge reaffirmed the expedited discovery order he issued in Mr. Neugebauer's favor last week.

"With a new judge now required to get up to speed on the board entrenchment and expedited discovery case, even though we were on a path to be declared victorious, the timeline no longer allows us to seat new directors who can oversee a true strategic dual path process on the schedule Fermi requires to achieve its financial and lease requirements," said Mr. Neugebauer. "I envisioned and built this company, and nothing matters more to me than its success. I'll continue to push for good governance through the judicial process but am officially suspending the proxy challenge today."

"Earning the backing of Glass Lewis and Egan-Jones, two of the nation's leading proxy advisory firms, along with a majority of the votes cast in this effort, affirmed my call to utilize the 3c's (cost of capital, construction expertise, and customer) to run the strategic full value process that Fermi shareholders deserved. I'm grateful for the support of shareholders large and small — from individual investors to some of the true legends of finance, including two of my own finance heroes. I also want to thank the incredible leaders who worked 17-hour days, 6 days a week with me to put Fermi in this position – the ones who actually achieved the financing, permitting, and power acquisition wins that made Fermi what she is today, most of whom left hundreds of millions of dollars of performance bonuses on the table to depart after my termination, simply on principle."

"I remain highly confident in Fermi's ability to secure the tenant, assuming it is the same tenant group my team and I were contracting at the time of my departure and sincerely desire that they realize the full value of the asset. I know what the asset is worth because I'm the one who put my own capital on the line before engaging shareholders to garner the power assets, and I'm the one who got to oversee building its 2GW foundation. My hope now is that the Board strikes the right contracts that are financeable and executable."

"To all of the shareholders, employees and other stakeholders who supported my effort to give the owners of Fermi a voice in its future:  I remain aligned with you and the success of this Company.  I promise that I will continue to monitor the Board's execution on Project Matador to ensure that it delivers maximum value for all stakeholders, and will not hesitate to resume my campaign to call a special meeting or to elect directors at the annual meeting if appropriate to safeguard the value of Project Matador for its owners and this country."

"From open letters to webinars, town halls, and social media, my tactics may have been loud and unconventional, but no one can say my team and I were not effective in what we built, nor have I been anything but overly transparent before and after my departure to give Fermi its very best chance of success."

"When I started Fermi 18 months ago, I saw it as the Manhattan Project of our time. As a patriot, I still see Project Matador coming to fruition as absolutely critical for the future of America's energy and AI dominance."

"So back to the story of King Solomon, I'm laying the baby I conceived and birthed down, for the good of the child that I can't wait to show my grandkids in another ten years. It's been my family and my great honor and privilege to envision, lead, and build this incredible asset for the country and region we love."

Important Information

Toby Neugebauer and his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with Mr. Neugebauer, the "Fermi Founder Parties"), David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda, and Juan A. Pujadas (collectively, the "Participants") have filed a definitive proxy statement on Schedule 14A, accompanying GREEN agent designation card, and other relevant documents with the SEC in connection with the solicitation of agent designations for calling a special meeting of shareholders to be held as promptly as practicable (the "Special Meeting").

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE GREEN AGENT DESIGNATIONS CARD, THAT HAVE BEEN AND WILL BE FILED BY THE PARTICIPANTS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AND WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.

Mr. Neugebauer beneficially owns 146,516,035 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), composed of: (i) Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock; (ii) 94,359,659 shares of Common Stock beneficially owned by the Melissa A. Neugebauer 2020 Trust; and (iii) 7,500,000 shares of Common Stock underlying restricted stock units held by Mr. Neugebauer that vested in connection with his termination without cause. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.

Media Contact: Media@Landtroopstrategies.com

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SOURCE Toby Neugebauer

FAQ

Why did Toby Neugebauer suspend his proxy campaign at Fermi (FRMI) on July 3, 2026?

Neugebauer suspended the proxy campaign after the presiding Texas Business Court judge recused himself shortly before a key hearing. According to Fermi, this change disrupted the schedule needed to seat new directors and run a full dual-track strategic process.

What level of shareholder support did the Fermi (FRMI) special meeting effort receive?

Neugebauer states that more than 70% of votes cast favored calling a special meeting. According to Fermi, this support reflects shareholder interest in having a direct say on the company’s future and its strategic process, including oversight of Project Matador.

How much Fermi (FRMI) stock does Toby Neugebauer beneficially own?

Neugebauer beneficially owns 146,516,035 Fermi common shares. According to Fermi, this includes shares held via Vicksburg Investments Management, the Melissa A. Neugebauer 2020 Trust, and 7,500,000 restricted stock units that vested upon his termination without cause.

What role does Project Matador play in Fermi’s (FRMI) strategic plans?

Project Matador is described by Neugebauer as a critical energy and AI infrastructure asset. According to Fermi, Neugebauer plans to monitor the board’s execution on Project Matador to help ensure it delivers maximum value for shareholders and other stakeholders.

Which proxy advisory firms supported the Fermi (FRMI) special meeting initiative?

Glass Lewis and Egan-Jones supported Neugebauer’s call for a special shareholder meeting. According to Fermi, these leading proxy advisors’ recommendations aligned with shareholder votes that favored allowing investors to decide aspects of the company’s strategic and governance direction.

What governance issue is at the center of the Fermi (FRMI) proxy dispute?

A key issue is the board’s 70% supermajority bylaw for certain shareholder votes. According to Fermi, Neugebauer is asking the court to rule on this provision, arguing that it significantly affects shareholder rights and the broader landscape of Texas corporate governance.

How does the judge’s recusal affect the Fermi (FRMI) strategic and proxy timeline?

The judge’s last-minute recusal requires a new judge to review prior rulings and discovery. According to Fermi, Neugebauer believes this delay prevents seating new directors in time to oversee a genuine dual-track strategic process aligned with the company’s financial and lease requirements.