Fermi names Lee McIntire CEO, sets Oct. 2026 meeting

Q: What is the record date for voting at Fermi Inc. (FRMI)’s 2026 annual meeting?

The record date for Fermi Inc.’s 2026 annual meeting is August 31, 2026. Stockholders who are on the company’s records at the close of business on that date will be entitled to receive notice of and vote at the annual meeting.

Q: What is the deadline for Rule 14a-8 stockholder proposals at Fermi Inc. (FRMI)?

To be included in Fermi Inc.’s proxy materials under Rule 14a-8, stockholder proposals must be received at the company’s Dallas address by the close of business on September 10, 2026 and must comply with applicable laws and regulations.

Q: Who is the new CEO of Fermi Inc. (FRMI) and when was he appointed?

Independent director Lee McIntire was appointed Chief Executive Officer of Fermi Inc., effective August 11, 2026. The company announced this appointment on August 12, 2026.

Q: What change did Fermi Inc. (FRMI) make to its Audit Committee?

In connection with his appointment as CEO, Lee McIntire resigned from the Audit Committee. On August 25, 2026, the Board appointed independent director Jeffrey Stein to the Audit Committee, effective immediately.

Fermi Inc. (FRMI) disclosed that its first annual meeting of stockholders will be held on October 30, 2026, with a record date of August 31, 2026 for stockholders entitled to receive notice and vote.

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Form Type

8-K

Rhea-AI Filing Summary

Fermi Inc. (FRMI) disclosed that its first annual meeting of stockholders will be held on October 30, 2026, with a record date of August 31, 2026 for stockholders entitled to receive notice and vote. Detailed time, location, and agenda will be provided in a forthcoming proxy statement filed with the SEC.

Stockholder proposals under Rule 14a-8, as well as other director nominations and proposals under the Company’s Bylaws and the universal proxy rules, must be received by September 10, 2026 at Fermi’s Dallas address. Fermi also reports that independent director Lee McIntire was appointed Chief Executive Officer effective August 11, 2026, resigned from the Audit Committee, and that independent director Jeffrey Stein was appointed to the Audit Committee on August 25, 2026.

8-K Event Classification

2 items: 5.08, 8.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Annual Meeting date: October 30, 2026 Record date: August 31, 2026 Rule 14a-8 proposal deadline: September 10, 2026 +3 more

6 metrics

Annual Meeting date October 30, 2026 Date of Fermi Inc.’s first annual meeting of stockholders

Record date August 31, 2026 Record date for stockholders entitled to notice and to vote at the Annual Meeting

Rule 14a-8 proposal deadline September 10, 2026 Deadline for receiving Rule 14a-8 stockholder proposals for inclusion in proxy materials

Advance notice deadline September 10, 2026 Deadline for director nominations and other proposals under the Bylaws and Rule 14a-19

CEO appointment effective date August 11, 2026 Effective date of appointment of Lee McIntire as Chief Executive Officer

Audit Committee appointment date August 25, 2026 Date Jeffrey Stein was appointed to the Audit Committee

Key Terms

Rule 14a-8, universal proxy rules, Rule 14a-19, Amended and Restated Bylaws

4 terms

Rule 14a-8 regulatory

"stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

universal proxy rules regulatory

"Further, to comply with the universal proxy rules, stockholders who intend to"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

Rule 14a-19 regulatory

"must provide notice that sets forth the information required by Rule 14a-19 under"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

Amended and Restated Bylaws regulatory

"The Amended and Restated Bylaws of the Company (the “Bylaws”) include separate"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is Fermi Inc. (FRMI) holding its first annual meeting of stockholders?

Fermi Inc. set the date of its first annual meeting of stockholders for October 30, 2026. Stockholders of record as of August 31, 2026 will be entitled to receive notice of and vote at the meeting.

What is the record date for voting at Fermi Inc. (FRMI)’s 2026 annual meeting?

The record date for Fermi Inc.’s 2026 annual meeting is August 31, 2026. Stockholders who are on the company’s records at the close of business on that date will be entitled to receive notice of and vote at the annual meeting.

What is the deadline for Rule 14a-8 stockholder proposals at Fermi Inc. (FRMI)?

To be included in Fermi Inc.’s proxy materials under Rule 14a-8, stockholder proposals must be received at the company’s Dallas address by the close of business on September 10, 2026 and must comply with applicable laws and regulations.

What is the deadline for director nominations and other proposals not under Rule 14a-8 at FRMI?

For director nominations or other proposals brought outside Rule 14a-8, Fermi Inc.’s Bylaws require notice no later than September 10, 2026. The notice must include the information and satisfy the requirements specified in the Amended and Restated Bylaws.

Who is the new CEO of Fermi Inc. (FRMI) and when was he appointed?

Independent director Lee McIntire was appointed Chief Executive Officer of Fermi Inc., effective August 11, 2026. The company announced this appointment on August 12, 2026.

What change did Fermi Inc. (FRMI) make to its Audit Committee?

In connection with his appointment as CEO, Lee McIntire resigned from the Audit Committee. On August 25, 2026, the Board appointed independent director Jeffrey Stein to the Audit Committee, effective immediately.

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

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Available on EDGAR 08/31/2026 - 04:16 PM EDT Accepted by SEC EDGAR 08/31/2026 - 04:15 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2026

Fermi Inc.

(Exact name of registrant as specified in its charter)

Texas		001-42888		33-3560468
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1845 Woodall Rodgers Fwy, Suite 1100

Dallas, TX 75201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code: (214) 894-7855

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	FRMI	The Nasdaq Stock Market LLC
Common Stock, $0.001 par value	FRMI	The London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.08. Shareholder Director Nominations.

On August 25, 2026, the Board of Directors (the “Board”) of Fermi Inc., a Texas corporation (the “Company”), determined that the date of its first annual meeting of stockholders (the “Annual Meeting”) will be October 30, 2026. The record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting will be August 31, 2026. The time, location and other meeting details for the Annual Meeting will be set forth in the Company’s proxy statement for the Annual Meeting, which will be filed prior to the Annual Meeting with the Securities and Exchange Commission (the “SEC”).

Deadline for Rule 14a-8 Stockholder Proposals

To be considered for inclusion in proxy materials for the Annual Meeting, stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intended to be presented at the Annual Meeting must be received by the Company at 1845 Woodall Rodgers Fwy, Suite 1100, Dallas, Texas 75201 no later than the close of business on September 10, 2026, which the Company believes to be a reasonable time before it expects to begin to print and mail its proxy materials for the Annual Meeting. Any proposal received after such date will be considered untimely. All Rule 14a-8 proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the Company’s proxy materials for the Annual Meeting.

Advance Notice Deadline for Director Nominations and Other Stockholder Proposals

The Amended and Restated Bylaws of the Company (the “Bylaws”) include separate advance notice provisions applicable to stockholders seeking to bring nominations for directors or to bring proposals before an annual meeting of stockholders other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely notice to the Company regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Bylaws. To be timely, a stockholder who intends to present nominations or a proposal at the Annual Meeting other than pursuant to Rule 14a-8 must provide the information set forth in the Bylaws to the Company no later than September 10, 2026.

Further, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than September 10, 2026.

Item 8.01. Other Events.

On August 12, 2026, the Company announced that independent director Lee McIntire had been appointed as Chief Executive Officer of the Company, effective August 11, 2026. In connection with his appointment, Mr. McIntire resigned from the Audit Committee of the Board (the “Audit Committee”). On August 25, 2026, the Board appointed independent director Jeffrey Stein to the Audit Committee, effective immediately.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FERMI INC.

Date: August 31, 2026	By:	/s/ George Wentz
	Name:	George Wentz
	Title:	General Counsel

Source: View Original Filing on SEC EDGAR

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