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Founder Toby Neugebauer seeks special meeting for FERMI Inc. (FRMI) via proxy filing

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

Rhea-AI Filing Summary

FERMI INC. participants led by Toby R. Neugebauer filed a definitive Schedule 14A proxy statement and a green agent designations card on June 22, 2026 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, comprising 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 upon his termination without cause.

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Insights

Large founder-led solicitation seeks shareholder agent designations for a special meeting.

The proxy materials filed by the Participants request agent designations to convene a special meeting and include a green agent designations card. The filing discloses a founder-aligned ownership block of 146,516,035 shares as of June 22, 2026.

Key dependencies include any procedural requirements to call the meeting and the voting behavior of other shareholders; subsequent filings will show whether the Participants obtain sufficient agent designations to proceed.

Total beneficial ownership (Neugebauer) 146,516,035 shares Beneficial ownership disclosed in proxy filing as of June 22, 2026
Vicksburg Investments LLC holdings 44,656,376 shares Held by Vicksburg Investments Management LLC as disclosed in filing
Melissa A. Neugebauer 2020 Trust holdings 94,359,659 shares Held by the trust as disclosed in filing
Restricted stock units vested 7,500,000 shares RSUs vested in connection with Mr. Neugebauer’s termination without cause
Proxy filing date June 22, 2026 Date referenced for social posts and filing activities
Schedule 14A regulatory
"filed a definitive proxy statement on Schedule 14A, accompanying GREEN agent"
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.
agent designations card regulatory
"accompanying GREEN agent designations card, and other relevant documents"
beneficially owns financial
"Mr. Neugebauer beneficially owns 146,516,035 shares of the Company"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
restricted stock units financial
"7,500,000 shares of Common Stock underlying restricted stock units held"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

What did FERMI INC. (FRMI) file on June 22, 2026?
The Participants filed a definitive Schedule 14A proxy statement and a green agent designations card. These materials solicit agent designations to call a special meeting of shareholders and are available on the SEC website at http://www.sec.gov.

How many shares does Toby R. Neugebauer beneficially own in FRMI?
Toby R. Neugebauer beneficially owns 146,516,035 shares of common stock. That total includes 44,656,376 (Vicksburg LLC), 94,359,659 (Melissa A. Neugebauer 2020 Trust), and 7,500,000 vested RSU shares.

Who are the Participants soliciting for the special meeting at FRMI?
The Participants are the Fermi Founder Parties (including Toby Neugebauer, Vicksburg Investments Management LLC, Melissa A. Neugebauer 2020 Trust) and others named as David A. Daglio, Charles M. Elson, Sheila Hooda, John T. Jimenez, Juan A. Pujadas, and Janet Yang.

Where can shareholders obtain the proxy materials for FRMI?
The proxy statement and related materials will be available at no charge on the SEC website at http://www.sec.gov. The Participants also will provide copies of the proxy statement without charge upon request.

Do any other Participants beneficially own FRMI shares according to the filing?
As of the filing date, the proxy statement states that none of the other named Participants besides Mr. Neugebauer beneficially own any shares of the company’s common stock.

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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 22, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

 

 

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Item 2: On June 22, 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 designations 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 DESIGNATIONS 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.

 

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Source: View Original Filing on SEC EDGAR