Texas Business Court Denies Former CEO's Request for Emergency Relief Against Fermi's Board
A Texas Business Court order leaves Fermi’s contested bylaw changes and 2026 nomination deadline in place while underlying claims continue.
Rhea-AI Summary
Fermi (FRMI) reports that the Texas Business Court denied three temporary restraining order requests by its former CEO and his investment vehicle on September 16, 2026.
The requests sought to block enforcement of a May 13, 2026 bylaw amendment requiring 70% of outstanding shares to amend specified bylaws, the director-election voting standard adopted in August 2026, and the September 10, 2026 deadline for shareholder nominations and proposals ahead of the October 30, 2026 annual meeting. The Court held that the Texas Business Organizations Code expressly authorizes the voting standards adopted and did not order any discovery. The ruling addresses only emergency relief and leaves the underlying claims pending.
Positive
- Court denies all three temporary restraining order requests, allowing contested bylaws and deadlines to remain in effect
- Texas law confirmed to expressly authorize Fermi’s director-election and 70% supermajority voting standards
Negative
- Underlying shareholder litigation claims remain pending despite denial of emergency relief
Key Figures
- Emergency relief requests denied
- 3 requests
- Temporary restraining order sought by former CEO
- Bylaw amendment threshold
- 70%
- Affirmative vote required for specified bylaw amendments
- Bylaw amendment date
- May 13, 2026
- Board-adopted amendment challenged in court
- Director-election standard
- August 2026
- Majority-of-outstanding standard adopted by the Board
- Nomination deadline
- September 10, 2026
- Deadline challenged in the emergency-relief application
- Annual meeting date
- October 30, 2026
- Annual Meeting of Shareholders
- Court order date
- September 16, 2026
- Business Court of Texas order
Historical Context
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Founder parties filed an independent strategic review proposal ahead of the annual meeting.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
temporary restraining order regulatory
supermajority threshold regulatory
fiduciary duties regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
- Court denies all three of the former CEO's requests for a temporary restraining order, including requests to block the Board's bylaw amendments and the nomination deadline for Fermi's 2026 Annual Meeting
- Court holds that Texas law expressly permits bylaws the Board adopted in May 2026, contrary to the former CEO's claim that they were facially invalid
- The former CEO swore under penalty of perjury that the facts stated in his complaint were "true and correct" — three days after his own press release stated facts directly to the contrary, and one day before his attorney conceded his complaint was inaccurate at the hearing
- Court finds no sufficient factual showing of fraud or improper purpose; the Court did not order any discovery
DALLAS, Sept. 17, 2026 /PRNewswire/ -- Fermi Inc. (NASDAQ:FRMI) (LSE:FRMI), operating as Fermi America™ ("Fermi" or the "Company"), today announced that the Business Court of Texas has denied each of three requests for a temporary restraining order sought by the Company's former chief executive officer and his investment vehicle. The Honorable Brian Stagner entered the order on September 16, 2026, following a hearing held on September 15, 2026, in Neugebauer v. Fermi Inc., Cause No. 26-BC01B-0034 (Bus. Ct. Tex., First Div.).
The Company's former CEO asked the Court to restrain enforcement of three separate corporate actions: the bylaw amendment adopted on May 13, 2026, requiring the affirmative vote of holders of
Mr. Neugebauer had filed his application for emergency relief on September 8, 2026. On September 14, 2026 — one day before the hearing — Mr. Neugebauer personally executed a verification of the complaint. In the verification Mr. Neugebauer swore "under penalty of perjury" that the facts stated in the complaint were "within my personal knowledge and are true and correct."
In fact, central allegations in Mr. Neugebauer's complaint were demonstrably untrue and Mr. Neugebauer's counsel was forced to acknowledge as much at the hearing.
In denying Mr. Neugebauer's requests, the Court held that the Texas Business Organizations Code expressly authorizes both voting standards the Board adopted. Texas law expressly authorizes the majority-of-outstanding director-election standard the Board adopted in August 2026 and it also permits a supermajority threshold for the matters the
Contrary to certain press reports published before the order issued, the Court did not order discovery and did not grant Mr. Neugebauer any discovery. The order denies emergency relief and does not resolve the parties' underlying claims which remain pending.
"Mr. Neugebauer asked a Texas court to block this Board's bylaw amendments and the nomination deadline for our Annual Meeting. The Court denied every request," said Marius Haas, Chairman of the Board of Directors of Fermi Inc. "Texas law expressly permits the voting standards this Board adopted, as the Court confirmed. As the Company has previously stated, the Board has found no credible evidence to date supporting the allegations Mr. Neugebauer has made about this Company and its directors. This Board removed him as chief executive officer and terminated him for cause after careful deliberation and in accordance with its fiduciary duties. Fermi is focused on delivering value to shareholders. Mr. Neugebauer's malicious efforts to manufacture a controversy where none exists are a distraction from that work and are not in the interests of Fermi's shareholders."
A copy of the Court's order is available on the Investor Relations section of the Company's website at https://investor.fermiamerica.com.
Investor Contact
Barry Sievert | IR@fermiamerica.com
Media Contact
Fermi Inc. Communications | press@fermiamerica.com
About Fermi America™
Fermi America™ (NASDAQ:FRMI) (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 one of the world's largest, 17 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.
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SOURCE Fermi Inc.
AI-generated questions and answers. How Rhea-AI works. Not financial advice. The former CEO asked the Court to restrain enforcement of three actions: the May 13, 2026 bylaw amendment requiring the affirmative vote of holders of 70% of outstanding shares to amend specified bylaw provisions, the director-election voting standard adopted in Fermi’s amended bylaws in August 2026, and the September 10, 2026 deadline for shareholder nominations and proposals in advance of the October 30, 2026 annual meeting. No. The order denying emergency relief did not grant any discovery, and the Court did not order discovery. No. The decision denies only the application for a temporary restraining order. The underlying claims between the parties remain pending and were not resolved by this order.FAQ
What specific corporate actions did the former CEO seek to restrain?
Did the Court grant any discovery in connection with the emergency relief request?
Does the Court’s decision resolve the entire dispute between Fermi and its former CEO?