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Fermi Inc. (FRMI) founder-led group files proxy to call special meeting

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

Rhea-AI Filing Summary

Fermi Inc. filed a definitive Schedule 14A to solicit agent designations for a special meeting to be held “as promptly as practicable.” The filing was submitted by Toby R. Neugebauer and affiliated parties (the "Fermi Founder Parties") and other Participants.

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 vested restricted stock units. The other named Participants currently report no beneficial ownership.

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Insights

Founder-led slate files a full proxy to solicit agent designations for a special meeting.

The Participants filed a definitive proxy statement on June 18, 2026 seeking green agent designations to call a special meeting “as promptly as practicable.” The filing lists the Participants and provides the green agent designations card as solicitation material.

The excerpt shows 146,516,035 shares beneficially owned by Mr. Neugebauer across affiliated entities and vested RSUs. Subsequent disclosures will clarify voting intentions, proposed agenda items, and whether additional holders join the solicitation.

Filing type Schedule 14A (definitive) Filed in connection with solicitation for special meeting
Beneficial ownership - total 146,516,035 shares Total beneficially owned by Toby R. Neugebauer as of filing
Component holdings 44,656,376; 94,359,659; 7,500,000 shares Vicksburg; Melissa A. Neugebauer 2020 Trust; vested RSUs
agent designations card regulatory
"accompanying GREEN agent designations card, and other relevant documents"
Schedule 14A regulatory
"filed a definitive proxy statement on Schedule 14A"
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.
definitive proxy statement regulatory
"have filed a definitive proxy statement on Schedule 14A"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

FAQ

What action did FERMI (FRMI) filing announce?
The filing announces a definitive Schedule 14A to solicit agent designations for a special meeting. It was filed by Toby R. Neugebauer and affiliated Participants on June 18, 2026, and includes a green agent designations card and related proxy materials.

How many shares does Toby R. Neugebauer beneficially own?
Toby R. Neugebauer beneficially owns 146,516,035 shares of Common Stock. This total includes 44,656,376 shares held by Vicksburg, 94,359,659 held by the Melissa A. Neugebauer 2020 Trust, and 7,500,000 vested RSU shares.

Who are the Participants in the solicitation?
The Participants are the Fermi Founder Parties (Toby Neugebauer, Vicksburg Investments Management LLC, Melissa A. Neugebauer 2020 Trust) and David A. Daglio, Charles M. Elson, John T. Jimenez, Janet Yang, Sheila Hooda, and Juan A. Pujadas. Other Participants report no beneficial ownership.

Where can shareholders obtain the proxy materials?
Shareholders can obtain the definitive proxy statement and related materials free on the SEC website. The Participants also stated they will provide copies of the proxy statement without charge upon request as part of the solicitation.

What is the purpose of the green agent designations card?
The green agent designations card is used to designate agents who can call a special meeting of shareholders. The filing includes that card as part of the solicitation to gather designations to convene the Special Meeting “as promptly as practicable.”

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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 18, 2026, Toby R. Neugebauer posted the following material to LinkedIn:

 

 

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Item 2: On June 18, 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