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Fermi Inc. (FRMI) founder files proxy, lists 146.5M shares owned

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(Neutral)
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(Neutral)
Form Type
DFAN14A

Rhea-AI Filing Summary

Fermi Inc. founder Toby R. Neugebauer and affiliated parties filed a definitive proxy statement on June 15, 2026 to solicit green agent designations for calling a special meeting of shareholders.

The filing states Mr. Neugebauer beneficially owns 146,516,035 shares of Common Stock, including 44,656,376 shares held by Vicksburg Investments Management LLC, 94,359,659 shares held by the Melissa A. Neugebauer 2020 Trust, and 7,500,000 shares underlying restricted stock units that vested in connection with his termination without cause. The filing says none of the other named participants beneficially own shares as of the date provided.

Positive

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Insights

Founder files a proxy solicitation to call a shareholder special meeting.

The Participants filed a definitive Schedule 14A and a green agent designations card to solicit support for calling a special meeting. The submission is procedural: it requests shareholder agent-designations rather than submitting final proposals.

Material points to watch are the 146,516,035 shares disclosed as beneficially owned by Mr. Neugebauer and the fact that other Participants report no beneficial ownership as of the filing date; subsequent filings may show changes in holdings or additional solicitations.

Disclosure quantifies founder ownership and lists solicitation materials available to shareholders.

The filing emphasizes that proxy materials, including the definitive proxy statement and the green agent card, are available on the SEC website at http://www.sec.gov and will be furnished without charge upon request.

Filings like this typically precede contested governance actions; monitor follow-up proxy filings for voting mechanics and any proposed director or other slate disclosures.

Filing date referenced <date>June 15, 2026</date> date of social posts and filing disclosure
Total beneficial ownership (Neugebauer) 146,516,035 shares total beneficially owned reported in filing
Vicksburg Investments holdings 44,656,376 shares shares held by Vicksburg Investments Management LLC
Melissa A. Neugebauer 2020 Trust holdings 94,359,659 shares shares held by the Trust
Restricted stock units vested 7,500,000 shares RSUs that vested in connection with termination without cause
Other Participants' ownership 0 shares other named Participants beneficially own no shares as of the date
green agent designations card regulatory
"accompanying GREEN agent designations card, and other relevant documents"
definitive proxy statement regulatory
"have filed a definitive proxy statement on Schedule 14A"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
beneficially owns financial
"Mr. Neugebauer beneficially owns 146,516,035 shares of the Company’s common stock"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
restricted stock units financial
"7,500,000 shares of Common Stock underlying restricted stock units held by Mr. Neugebauer that vested"
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.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

 

Check the appropriate box:

 

☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☒ Soliciting Material Pursuant to §240.14a-12a

 

FERMI INC.

(Name of Registrant as Specified in Its Charter)

 

VICKSBURG INVESTMENTS MANAGEMENT LLC

TOBY R. NEUGEBAUER

MELISSA A. NEUGEBAUER 2020 TRUST

DAVID A. DAGLIO

CHARLES M. ELSON

SHEILA HOODA

JOHN T. JIMENEZ

JUAN A. PUJADAS

JANET YANG

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐ Fee paid previously with preliminary materials.

 

 

 

 

Item 1: On June 15, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

 

1

 

 

Item 2: On June 15, 2026, Toby R. Neugebauer posted the following material to X (formerly known as Twitter):

 

 

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 designations 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 OR WILL BE FILED BY THE PARTICIPANTS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE OR 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 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 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.

 

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Source: View Original Filing on SEC EDGAR

FAQ

What did the FRMI proxy filing on June 15, 2026 state about who filed it?

The filing states the proxy was filed by Toby R. Neugebauer and affiliated parties. It lists Vicksburg Investments Management LLC, the Melissa A. Neugebauer 2020 Trust, and six additional Participants as the filers in connection with a special meeting solicitation.

How many shares does Toby Neugebauer beneficially own according to the FRMI filing?

The filing reports Toby Neugebauer beneficially owns 146,516,035 shares of Common Stock. That total is broken down into 44,656,376, 94,359,659, and 7,500,000 share components in the filing.

What is the purpose of the green agent designations card in the FRMI proxy materials?

The green agent designations card is used to solicit agent designations to call a special meeting. The proxy materials instruct shareholders how to designate agents to convene the proposed special meeting and explain voting mechanics.

Are the proxy materials available to shareholders and where can they be obtained?

Yes; the Participants state the definitive proxy statement and related materials are available at http://www.sec.gov at no charge. Copies will also be provided without charge upon request to the Participants.