Fermi Inc. (NASDAQ: FRMI) founders file proxy seeking special meeting
Rhea-AI Filing Summary
Fermi Inc. participants led by Toby R. Neugebauer filed a definitive Schedule 14A to solicit 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 on termination without cause. The proxy materials and a green agent designation card have been posted and will be available on the SEC website.
Positive
- None.
Negative
- None.
Insights
Large shareholder group seeks to convene a special meeting via agent designations.
The filing shows a coordinated solicitation by the "Fermi Founder Parties" to obtain agent designations for a special meeting; materials include a definitive proxy statement and a green agent designation card. The participants publicly posted materials on June 28, 2026 and June 29, 2026.
Outcomes will depend on shareholder participation and the number of agent designations collected; subsequent disclosures will show proxies or agent designation tallies and any meeting agenda items.
A single principal reports control-scale shareholdings that could influence corporate decisions.
The filing discloses that Toby R. Neugebauer beneficially owns 146,516,035 shares, comprised of holdings by Vicksburg and the Melissa A. Neugebauer 2020 Trust plus vested RSUs. This scale of ownership is presented as the basis for the solicitation.
Material next steps include whether the participants secure sufficient agent designations to call the meeting and any formal proposals they submit; the proxy statement and agent card provide the operative proposals and instructions.
Key Figures
Key Terms
green agent designation card regulatory
definitive proxy statement regulatory
beneficially owns regulatory
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 28, 2026, Toby R. Neugebauer uploaded the following materials to www.UnlockFermiValue.com:
2
3
4
5
Item 2: On June 29, 2026, Toby R. Neugebauer posted the following material to LinkedIn:
6
Item 3: On June 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”) have filed a definitive proxy statement on Schedule 14A, accompanying GREEN agent designation 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 DESIGNATION 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.
7