Fermi founder group seeks proxy for June 30 special meeting
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Rhea-AI Filing Summary
On behalf of a dissident group, founder Toby R. Neugebauer and affiliated entities announced they and several participants intend to file a definitive Schedule 14A to solicit agent designations for a special meeting of shareholders anticipated on or around June 30, 2026. The notice references social posts by Mr. Neugebauer on June 8, 2026 and states the participants will file a proxy statement and a green agent designations card with the SEC.
The filing cites a Schedule 13G dated November 14, 2025 reporting that Mr. Neugebauer beneficially owns 139,016,035 shares, Vicksburg Investments Management LLC beneficially owns 44,656,376 shares, and Melissa A. Neugebauer 2020 Trust beneficially owns 94,359,659 shares. The filing states the other named participants currently hold no shares.
Insights
Founders and affiliated entities are pursuing a proxy solicitation for a special meeting.
The participants state an intent to file a definitive Schedule 14A and related materials to solicit agent designations for a special meeting anticipated on June 30, 2026. The materials referenced include a green agent designations card and proxy statement to be made available on the SEC website.
Key procedural dependencies include the filing and delivery of the definitive proxy materials and the mechanics of agent designations. Subsequent filings will disclose the precise proposals, voting mechanics, and any solicitation methods.
Schedule 13G holdings are disclosed as context for the solicitation.
The filing quotes a Schedule 13G dated November 14, 2025 reporting specific beneficial ownership counts: 139,016,035, 44,656,376, and 94,359,659 shares. These figures show stake sizes the participants have previously reported.
Future SEC filings (definitive Schedule 14A and related proxy materials) should clarify whether those holdings will be voted, how agent designations will operate, and any limits or conditions; timing and procedural detail will appear in the forthcoming definitive materials.
Key Figures
Key Terms
Schedule 14A regulatory
green agent designations card financial
Schedule 13G regulatory
beneficially own market
FAQ
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What is FRMI filing about with this Schedule 14A?
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Who are the other participants named in the FRMI proxy notice?
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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 8, 2026, Toby R. Neugebauer posted the following material to LinkedIn:
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Item 2: On June 8, 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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