[DFAN14A] Fermi Inc. SEC Filing
Rhea-AI Filing Summary
Fermi Inc. proxy participants led by Toby R. Neugebauer filed a definitive Schedule 14A seeking agent designations to call a special meeting of shareholders.
The filing states Mr. Neugebauer beneficially owns 146,516,035 shares of Common Stock, composed of 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 filing notes the Participants will provide proxy materials and a green agent designations card and urges shareholders to read them.
Positive
- None.
Negative
- None.
Insights
Founder-led group filed a Schedule 14A to solicit agents for a special meeting.
The filing identifies a coordinated solicitation by Toby R. Neugebauer and affiliated entities plus named participants to obtain agent designations to call a special meeting. It lists proxy materials including a green agent designations card and instructs shareholders to obtain and read those materials.
Key dependencies are shareholder response rates and the content of the definitive proxy statement; subsequent disclosures will specify proposed actions at the Special Meeting and timing.
The excerpt discloses concentrated founder ownership of common stock.
The filing states Toby R. Neugebauer beneficially owns 146,516,035 shares split among 44,656,376 (Vicksburg), 94,359,659 (Melissa A. Neugebauer 2020 Trust) and 7,500,000 RSUs that vested on termination without cause. These figures define visible voting influence in the solicitation.
Holder decisions and any additional disclosures will determine actual voting outcomes; the proxy materials should be reviewed for proposals and voting mechanics.
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 26, 2026, Toby R. Neugebauer posted the following material to LinkedIn:
2
Item 2: On June 26, 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.
3