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
JOHN
T. JIMENEZ
JANET YANG
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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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. |
On
May 5, 2026, Toby R. Neugebauer, together with the other participants named herein, issued a press release:
Toby
Neugebauer Calls a Special Meeting to Unlock Maximum Value for Fermi Shareholders
Special
Meeting Will Provide Shareholders First Opportunity Since IPO to Vote on Future of Fermi
Fermi
Has Thus Far Not Run a Comprehensive and Credible Strategic Process to Reach the Full Range of Potential Interested Parties in Pursuit
of Value-Maximizing Transactions
Under
Neugebauer’s Leadership, the Fermi Team Created a World-Class Company
DALLAS,
May 5, 2026 – Toby Neugebauer, Co-Founder and largest shareholder of Fermi Inc. (d/b/a Fermi America) (Nasdaq: FRMI) (“Fermi”
or the “Company”), today announced that he called a Special Meeting of Shareholders to be held on May 29, 2026 (the “Special
Meeting”) in his capacity as Chief Executive Officer of Fermi on April 17, 2026, and has filed preliminary proxy materials in connection
with the Special Meeting. The Special Meeting will provide Fermi shareholders with their first opportunity since the initial public offering
to express their views to the Board and determine the future of the Company. Thus far, Fermi has rejected a potential sale or merger
of the Company.
Mr.
Neugebauer will nominate a slate of five directors for election at the Special Meeting. In addition to his nomination of this slate,
Mr. Neugebauer has already designated two industry titans who fully understand the Company’s true value—the former Chief
Financial Officer and current Chief Power Officer—to the Board. Mr. Neugebauer, the Neugebauer family, and other C-suite executives
and management that departed on or after Friday, April 17 own ~40% of the outstanding shares.
In
conjunction with strong tenant demand, Mr. Neugebauer believes the Board must immediately execute a dual-track process at Fermi speed
in which the Company is able to assess all options to maximize shareholder value. Given the capital intensity, the infrastructure complexity,
and multiparty execution demands at Project Matador, Mr. Neugebauer is fully behind strategic transactions—including M&A—to
maximize shareholder value.
In
respect to any strategic transaction, Mr. Neugebauer—who is being advised by a leading investment bank—believes the right
partner will have a low cost of capital, a proven ability to construct, and is either a customer, or has a customer, at the table. A
key focus of this process is allowing his colleagues and the Amarillo community to see the project to fruition.
“I
could not be prouder of the execution and progress with tenants at the time of my departure. I saw Project Matador’s potential
realized, and that’s why I have yet to sell a single share of Fermi since the IPO because I know exactly what it is worth. We built
a world-class company in record time, and my focus is entirely on protecting and realizing that value for all shareholders. It’s
time the shareholders get a voice in the future of the Company,” said Toby Neugebauer.
Under
Mr. Neugebauer’s leadership, the Fermi team created a world-class asset—Project Matador—that he believes is highly
desirable to third parties given the team’s material accomplishments in the 15 months leading up to his removal as CEO of Fermi:
| ● | Signed
a 99-year ground lease with the Texas Tech University System; |
| ● | Secured
over 2 GW of total power generation (once in combined cycle including Xcel); |
| ● | Obtained
the nation’s second largest ~6 GW Clean Air Permit, with an additional ~5 GW Permit
filed with TCEQ; |
| ● | Secured
~$1 billion in finance facilities, the majority from the world’s leading infrastructure
lender ($500 million from Mitsubishi UFJ Financial Group (MUFG)); |
| ● | Negotiated
significant tax abatements with local and county districts; |
| ● | Filed
a free trade zone application, which required significant local, state, and federal approvals; |
| ● | Assembled
one of the top nuclear teams in the world, having successfully built 16 reactors to date,
on time and on budget; |
| ● | Submitted
the first large-scale nuclear combined operating license application that was accepted for
review by the Nuclear Regulatory Commission (NRC) in over 15 years; |
| ● | The
Nuclear Regulatory Commission announced Project Matador as an inaugural participant in the
environmental impact statement pilot program to expedite nuclear regulatory approvals; |
| ● | Partnered
with Hyundai E&C—the only company to have successfully built 24 nuclear reactors
globally, ten of them simultaneously, on time and on budget; |
| ● | Hyundai
E&C initiated Fermi’s front-end engineering design study and featured Fermi’s
nuclear leadership at its large-scale Nuclear Technology Seminar in Dallas to engage contractors
and strengthen U.S. nuclear supply chain and workforce readiness; |
| ● | Ordered
key nuclear long lead time equipment from Doosan Enerbility; |
| ● | Installed
450MMcfpd natural gas pipeline; |
| ● | Secured
2.5MGD of water from the City of Amarillo and a path to ~18.5MGD of maximum peaking availability
via site adjacent properties, with water line and tower one complete; |
| ● | Secured
up to 200 MW power agreement with Xcel and constructed 86 MW tie in; |
| ● | Garnered
significant amounts of high-voltage electrical equipment; |
| ● | Received
first six Siemens SGT800s in port in Houston; and |
| ● | GE
6B Frame turbines acquired and being refurbished in Houston. |
Mr.
Neugebauer intends to file a definitive proxy statement and accompanying BLUE proxy card with the SEC and solicit shareholders to vote
FOR the five highly qualified director nominees and other proposals on a BLUE proxy card. Copies of the materials will be available on
the SEC’s website at http://www.sec.gov.
Important
Information
Toby
Neugebauer, two of his affiliated entities, Vicksburg Investments Management LLC and Melissa A. Neugebauer 2020 Trust (collectively with
Mr. Neugebauer, “Toby Neugebauer”), and any other participants in their solicitation, intend to file a definitive proxy statement
on Schedule 14A, accompanying BLUE proxy card, and other relevant documents with the Securities and Exchange Commission
in connection with the solicitation of proxies with respect to the election of Toby Neugebauer’s slate of director candidates and
other proposals that may come before Fermi’s Special Meeting of Shareholders.
THE
PARTICIPANTS IN TOBY NEUGEBAUER’S SOLICITATION STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT
AND OTHER PROXY MATERIALS, INCLUDING THE BLUE PROXY CARD, THAT WILL BE FILED BY TOBY NEUGEBAUER AS THEY BECOME AVAILABLE BECAUSE THEY
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 APPLICABLE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
Toby
Neugebauer 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.
