Neugebauer seeks special meeting at Fermi (NASDAQ: FRMI) with large founder stake
Rhea-AI Filing Summary
Fermi Inc. founder Toby R. Neugebauer and several affiliated parties are soliciting agent designations and intend to file a definitive proxy statement for a special meeting of shareholders anticipated on or around June 30, 2026. The participants include Vicksburg Investments Management LLC and the Melissa A. Neugebauer 2020 Trust.
The disclosure states the Fermi Founder Parties previously reported beneficial ownership of 139,016,035 shares by Mr. Neugebauer (including 44,656,376 held by Vicksburg and 94,359,659 held by the Trust) per a Schedule 13G filed on November 14, 2025. The participants plan to provide proxy materials, including a green agent designations card, and urge shareholders to read the definitive proxy materials when filed.
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Insights
Founder-led solicitation seeks shareholder agent designations ahead of a special meeting.
The filing notifies shareholders that the Fermi Founder Parties will file a definitive Schedule 14A and related materials to solicit agent designations for a special meeting anticipated around June 30, 2026. It cites a Schedule 13G showing large beneficial holdings by Mr. Neugebauer and affiliated entities as of November 14, 2025.
Key dependencies include the content and timing of the definitive proxy statement and the mechanics of the green agent designations card; subsequent filings will provide the formal proposals and voting mechanics.
Large founder ownership frames the solicitation; procedural materials are forthcoming.
The disclosure highlights that Mr. Neugebauer and affiliated entities reported a combined beneficial position of 139,016,035 shares on a prior Schedule 13G. The materials emphasize shareholders should review the forthcoming definitive proxy and agent designations card.
Shareholder response and the definitive proxy's proposals will determine the meeting's outcome; timing and cash‑flow treatment are not described in this excerpt.
Key Figures
Key Terms
Schedule 14A regulatory
Schedule 13G regulatory
agent designations card other
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 9, 2026, Toby R. Neugebauer posted the following material to LinkedIn:
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Item 2: On June 9, 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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