Fermi Inc. founders seek special meeting via proxy
Fermi Inc. participants led by Toby R. Neugebauer intend to file a definitive Schedule 14A and related materials to solicit agent designations for a special meeting of shareholders anticipated to be held on or around June 30, 2026.
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Rhea-AI Filing Summary
Fermi Inc. participants led by Toby R. Neugebauer intend to file a definitive Schedule 14A and related materials to solicit agent designations for a special meeting of shareholders anticipated to be held on or around June 30, 2026. The filing will include a green agent designations card and other proxy materials.
The Schedule discloses that, per a Schedule 13G filed November 14, 2025, Mr. Neugebauer beneficially owns 139,016,035 shares of common stock; Vicksburg Investments Management LLC beneficially owns 44,656,376 shares; and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares. The other named participants beneficially own no shares as of the date of the excerpt.
Insights
Founders are pursuing a shareholder meeting via a proxy solicitation.
The participants led by Toby R. Neugebauer are preparing a definitive Schedule 14A and a green agent designations card to solicit proxies for a special meeting anticipated on June 30, 2026. The filing route and agent card are standard mechanisms for convening special meetings.
The disclosed Schedule 13G ownership figures (filed November 14, 2025) show concentrated founder holdings: 139,016,035, 44,656,376, and 94,359,659 shares. Subsequent proxy materials will clarify proposals, voting mechanics, and timing.
Disclosure follows proxy solicitation rules and points to forthcoming materials.
The statement notifies shareholders that definitive proxy materials will be filed and made available free on the SEC website. This aligns with disclosure requirements when soliciting proxies and using an agent designations card for special-meeting requests.
Key follow-ups are the definitive proxy statement text and any voting instruction details; timing and cash-flow treatment for solicitation activities are not specified in the excerpt.
Key Figures
Key Terms
Schedule 14A regulatory
green agent designations card corporate governance
Schedule 13G regulatory
FAQ
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What action are the Fermi Inc. founders taking (FRMI)?
What holdings do the affiliated entities report for FRMI?
Who are the other participants named in the proxy solicitation?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 5, 2026, Toby R. Neugebauer posted the following material to LinkedIn:
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Item 2: On June 5, 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”) intend to file 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 proxies with respect to the solicitation of agent designations for calling a special meeting of shareholders anticipated to be held on or around June 30, 2026 (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 WILL BE FILED BY THE PARTICIPANTS AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS 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, WHEN AVAILABLE, UPON REQUEST.
The Fermi Founder Parties filed a Schedule 13G with respect to the Company on November 14, 2025, which reported that Mr. Neugebauer beneficially owns 139,016,035 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), Vicksburg Investments Management LLC beneficially owns 44,656,376 shares of Common Stock, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares of Common Stock. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock.
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