Founder Toby Neugebauer pushes proxy solicitation for FRMI (FRMI) ahead of June meeting

Rhea-AI Filing Summary

FERMI INC. shareholders face a proxy contest by founder Toby R. Neugebauer and affiliated parties seeking agent designations for a special meeting. The participants intend to file a definitive Schedule 14A and related proxy materials for a special meeting anticipated on or around June 30, 2026.

The filing notes a Schedule 13G filed on November 14, 2025 reporting 139,016,035 shares beneficially owned by Mr. Neugebauer, 44,656,376 shares by Vicksburg Investments Management LLC, and 94,359,659 shares by the Melissa A. Neugebauer 2020 Trust.

Insights

Corporate Governance Analyst

Founder-led group seeks shareholder agent designations for a June special meeting.

The filing communicates an organized solicitation led by Toby R. Neugebauer and affiliated entities to collect agent designations for a special meeting anticipated on or around June 30, 2026. The materials referenced include a definitive Schedule 14A and a green agent designations card.

Key dependencies include the eventual definitive proxy materials and shareholder response rates; subsequent filings will show the specific proposals and vote mechanics. Timing and vote thresholds will be determinative of any outcome.

Securities Filings Specialist

Filing cites previously reported beneficial ownership via Schedule 13G to contextualize the solicitation.

The participants reference a Schedule 13G filed on November 14, 2025

showing specific share counts for Mr. Neugebauer and affiliated entities. These ownership figures provide factual context for the solicitation; final proxy materials will state any proposals and procedural details.

Key Figures

Special meeting anticipated: June 30, 2026 Neugebauer beneficial ownership: 139,016,035 shares Vicksburg Investments holdings: 44,656,376 shares +1 more

4 metrics

Special meeting anticipated June 30, 2026 anticipated special meeting date

Neugebauer beneficial ownership 139,016,035 shares reported on Schedule 13G filed November 14, 2025

Vicksburg Investments holdings 44,656,376 shares reported on Schedule 13G filed November 14, 2025

Melissa A. Neugebauer 2020 Trust holdings 94,359,659 shares reported on Schedule 13G filed November 14, 2025

Key Terms

green agent designations card, Schedule 14A, Schedule 13G

3 terms

green agent designations card regulatory

"accompanying GREEN agent designations card, and other relevant documents"

Schedule 14A regulatory

"intend to file a definitive proxy statement on Schedule 14A, accompanying"

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.

Schedule 13G regulatory

"The Fermi Founder Parties 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 May 29, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

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Item 2: On May 29, 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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FAQ

What is FRMI filing about and who is soliciting proxies?

This filing discloses a proxy solicitation by Toby R. Neugebauer and affiliated entities seeking agent designations. It states the group intends to file a definitive Schedule 14A and related proxy materials in connection with a special meeting anticipated on or around June 30, 2026.

How many FRMI shares does Toby R. Neugebauer report owning?

The filing cites a Schedule 13G dated November 14, 2025 reporting Toby R. Neugebauer beneficially owns 139,016,035 shares of common stock. Related entities reported include Vicksburg Investments Management LLC with 44,656,376 shares and a family trust with 94,359,659 shares.

When will FRMI shareholders receive the definitive proxy materials?

The participants state they intend to file the definitive proxy statement and accompanying green agent designations card; timing ties to that filing. The proxy materials will be available at no charge on the SEC website when they are filed and will be provided upon request.

What is a green agent designations card mentioned in the FRMI filing?

The filing refers to a green agent designations card as part of the solicitation materials to collect agent designations for a special meeting. It will accompany the definitive proxy statement filed on Schedule 14A; the exact mechanics will be described in the forthcoming proxy materials.