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Fermi Inc. (NASDAQ: FRMI) founders file proxy push, seek June 30 special meeting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
DFAN14A

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.

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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.

Anticipated special meeting date June 30, 2026 date stated for the Special Meeting
Toby R. Neugebauer beneficial ownership 139,016,035 shares Schedule 13G filed November 14, 2025
Vicksburg Investments beneficial ownership 44,656,376 shares Schedule 13G filed November 14, 2025
Melissa A. Neugebauer 2020 Trust ownership 94,359,659 shares Schedule 13G filed November 14, 2025
Schedule 14A regulatory
"intend to file a definitive proxy statement on Schedule 14A"
Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.
green agent designations card corporate governance
"accompanying GREEN agent designations card"
Schedule 13G regulatory
"filed a Schedule 13G with respect to the Company on November 14, 2025"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
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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 5, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

 

1

 

 

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.

 

2

Source: View Original Filing on SEC EDGAR

FAQ

What action are the Fermi Inc. founders taking (FRMI)?

They intend to file a definitive Schedule 14A and related materials to solicit agent designations for a special meeting anticipated on June 30, 2026. The filing will include a green agent designations card and other proxy materials.

How many Fermi Inc. shares does Toby R. Neugebauer beneficially own?

Per a Schedule 13G filed November 14, 2025, Toby R. Neugebauer beneficially owns 139,016,035 shares of common stock. This figure is reported verbatim from the disclosed Schedule 13G in the excerpt.

What holdings do the affiliated entities report for FRMI?

The filing shows Vicksburg Investments Management LLC beneficially owns 44,656,376 shares, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares, as reported on November 14, 2025 in a Schedule 13G.

Will the proxy materials be available to shareholders at no charge?

Yes. The participants state that the definitive proxy statement and related materials will be available free on the SEC website and that they will provide copies of the proxy statement without charge upon request.

Who are the other participants named in the proxy solicitation?

The Participants include Toby R. Neugebauer, Vicksburg Investments Management LLC, Melissa A. Neugebauer 2020 Trust, David A. Daglio, Charles M. Elson, Sheila Hooda, John T. Jimenez, Juan A. Pujadas, and Janet Yang.