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  4. [8-K] Fermi Inc. Reports Material Event

Supermajority now needed for Fermi (NASDAQ: FRMI) bylaw amendments

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fermi Inc. reported that its board approved an amendment and restatement of the company’s Bylaws, effective May 13, 2026. The key change is a new supermajority vote requirement for shareholders to modify certain governance provisions.

Under revised Article IX, any shareholder proposal to change Section 3.2 on the number and tenure of directors or Article IX on amendments now needs approval from at least 70% of all classes of stock entitled to vote in director elections, voting as a single class. The full Amended and Restated Bylaws are provided as an exhibit.

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Insights

Fermi adds a 70% supermajority requirement for key bylaw changes.

Fermi Inc. has tightened its corporate governance framework by requiring a supermajority shareholder vote to alter provisions on board size and tenure, as well as the bylaw amendment article itself. This applies to all classes of stock entitled to vote in director elections, voting together.

Such supermajority thresholds can make it harder for shareholders to change governance structures, which may reduce flexibility for future investor-driven reforms while enhancing stability from management’s perspective. The actual impact depends on how often investors seek changes to these specific sections.

The amendment is effective as of May 13, 2026, and the complete Amended and Restated Bylaws are available in Exhibit 3.1. Subsequent shareholder meetings and proposals will reveal how this new 70% requirement shapes governance dynamics over time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Supermajority threshold 70% of all voting stock Required to amend Section 3.2 and Article IX
Bylaw effective date May 13, 2026 Amended and Restated Bylaws effectiveness
Filing signature date May 14, 2026 8-K signed by General Counsel
Amended and Restated Bylaws regulatory
"approved the amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”)"
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.
Article IX regulatory
"Pursuant to revised Article IX of the Amended and Restated Bylaws"
Section 3.2 (Number and Tenure of Directors) regulatory
"Section 3.2 (Number and Tenure of Directors) and/or Article IX (Amendments)"
emerging growth company financial
"Emerging growth company Item 5.03 Amendments to Articles of Incorporation or Bylaws"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What governance change did Fermi Inc. (FRMI) disclose in this 8-K?
Fermi Inc. disclosed that its board approved Amended and Restated Bylaws effective May 13, 2026. The main change introduces a 70% shareholder vote requirement to amend specific bylaw provisions on director number and tenure and the amendment article itself.

What is the new voting threshold in Fermi Inc.’s (FRMI) bylaws?
The new voting threshold requires at least 70% of all classes of stock entitled to vote in director elections, voting as one class. This supermajority is needed for shareholders to alter Section 3.2 and Article IX of the Amended and Restated Bylaws.

Which Fermi Inc. bylaw sections now require a 70% shareholder vote?
The 70% shareholder vote applies to Section 3.2, which covers the number and tenure of directors, and to Article IX, which governs amendments. Any alteration, repeal, or inconsistent new bylaw for these sections must meet this higher approval threshold.

When did Fermi Inc.’s Amended and Restated Bylaws become effective?
Fermi Inc.’s Amended and Restated Bylaws became effective on May 13, 2026. The board of directors approved the changes that same day, and the company filed an 8-K to summarize the new supermajority voting requirement for certain bylaw amendments.

Where can investors find the full text of Fermi Inc.’s new bylaws?
The full text of Fermi Inc.’s Amended and Restated Bylaws is included as Exhibit 3.1. The company’s 8-K states that its brief description is only a summary and that the complete bylaws are incorporated by reference for detailed review.

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

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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): May 13, 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.)

 

620 S. Taylor St., Suite 301

Amarillo, TX 79101

(Address of principal executive offices) (zip code)

 

(214) 894-7855

(Registrant’s telephone number, including area code)

 

 

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 13, 2026, the Board of Directors of Fermi Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”), effective immediately. The amendment effected by the Amended and Restated Bylaws relates to the voting threshold to amend certain provisions of the Bylaws. Pursuant to revised Article IX of the Amended and Restated Bylaws, any proposed alteration, amendment or repeal of, or the adoption of any Bylaw inconsistent with, Section 3.2 (Number and Tenure of Directors) and/or Article IX (Amendments) of the Amended and Restated Bylaws by the shareholders shall require the affirmative vote of shares representing not less than seventy percent (70%) of all classes of stock of the Corporation entitled to vote in the election of directors, voting as one class.

 

This description of the Amended and Restated Bylaws is a summary and is qualified in its entirety by reference to the Amended and Restated Bylaws, which are attached as Exhibit 3.1 and incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.

  

Description

   
3.1   Amended and Restated Bylaws of Fermi Inc., dated as of May 13, 2026
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

1

 

 

SIGNATURE

 

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.

 

Date: May 14, 2026

 

  FERMI INC.
     
  By: /s/ George Wentz
  Name:  George Wentz
  Title: General Counsel

 

 

2

 

 

Source: View Original Filing on SEC EDGAR

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