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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):
October 30, 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 Freeway
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
5.07. Submission of Matters to a Vote of Security Holders.
Fermi Inc., a Texas corporation (the “Company”),
held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on October 30, 2026. There were 641,259,703 shares issued
and outstanding and entitled to vote as of August 31, 2026, the record date for the Annual Meeting.
The following are final voting results for the
proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy
statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on October 2, 2026:
Proposal 1 (Election of Two Class I Directors):
Although each nominee received a majority of the votes cast, neither nominee received the affirmative vote of a majority of the shares
outstanding and entitled to vote, as required by Section 2.8 of the Company’s Amended and Restated Bylaws (the “Bylaws”).
As a result, neither nominee was elected to serve as a Class I director until the Company’s 2029 Annual Meeting of Shareholders.
Under Section 5.2(d) of the Company’s Certificate of Formation and Section 3.2 of the Bylaws, however, each director holds office
until his successor is duly elected and qualified. Accordingly, Governor Perry and Mr. Stein each continue to serve as Class I directors
of the Company, with the same authority as any other director, and there is no vacancy on the Board of Directors. Votes were as follows:
| NOMINEE | |
FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER
NON-VOTES | |
| Jeffrey S. Stein | |
| 261,015,278 | | |
| 185,586,370 | | |
| 4,736,643 | | |
| 78,222,350 | |
| Rick Perry | |
| 249,418,156 | | |
| 197,613,834 | | |
| 4,306,301 | | |
| 78,222,350 | |
Governor Perry Would Have Been Elected Had
the Director Nomination Agreement Been Honored: Governor Perry was nominated as the designee of Caddis Capital, LLC (“Caddis”)
under the Director Nomination Agreement, dated September 30, 2025, among the Company, TMNN Manager LLC, Caddis, and the Melissa A. Neugebauer
2020 Trust (the “MN Trust”) (the “DNA”). Section 2.3 of the DNA requires each investor party to the DNA, including
TMNN Manager LLC and the MN Trust, entities affiliated with Toby Neugebauer, to vote its shares in favor of the election of the nominees
designated under the DNA. Before the Annual Meeting, the Company notified those investors of that obligation and demanded that they vote
for Governor Perry. Based on information available to the Company, the Company believes that those investors’ shares were instead
voted against Governor Perry, in breach of the DNA. Those investors, through counsel, have disputed that the DNA required them to vote
for Governor Perry.
The Company’s definitive proxy statement
for the Annual Meeting reported that TMNN Manager LLC and the MN Trust together held 98,859,659 shares as of the record date. Adding those
shares to the votes cast for Governor Perry reported above would result in 348,108,017 votes for his election, more than the 320,629,852
votes required for election.
The Company reserves all rights and remedies available
to it under the DNA, at law, and in equity, including the right to seek an order giving effect to the votes the DNA required.
Proposal 2 (Ratification of Ernst &
Young LLP as the Company’s Independent Auditors): The shareholders ratified the selection of Ernst & Young LLP as
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Votes were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 492,462,426 |
|
15,963,523 |
|
21,134,692 |
|
0 |
No other matters were submitted for shareholder action at the Annual
Meeting.
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: November 4, 2026 |
By: |
/s/ George Wentz |
| |
Name: |
George Wentz |
| |
Title: |
General Counsel |
